Define: Received by

What "received by" means in a contract

In a contract, received by names the party that has actually taken delivery of, or come into possession of, a defined item, payment, notice, or document. It answers a narrow but important question: who now holds the thing, and from what moment. Because so many contractual duties turn on receipt rather than dispatch, this short phrase often carries more weight than its length suggests.

Why receipt, not sending, matters

Many obligations are measured from the point at which something is received. A cure period may run from when a default notice is received by the breaching party, a payment may be treated as made only once received by the payee, and an acceptance may bind only once received by the offeror. Drafting around receipt shifts risk: it places the burden of successful delivery on the sender and protects the recipient from being bound by items that never arrived.

How receipt is usually defined and measured

Well drafted agreements do not leave "received" to chance. A notices clause typically states the permitted delivery methods (hand delivery, courier, registered mail, or email), the address or account for each party, and a deemed-receipt rule. Deemed-receipt language sets the time something counts as received even if the recipient has not opened it, for example on the next business day after dispatch or at a stated hour in the recipient's time zone. This converts a factual question into a contractual one and reduces disputes.

• Actual receipt: the item is physically or electronically in the recipient's possession.
• Deemed receipt: a contractual presumption that receipt occurred at a stated time, regardless of when it was read.
• Evidence of receipt: signed delivery confirmations, courier tracking, or read receipts that prove the fact.

Where the phrase appears

You will find "received by" throughout an agreement, not only in the notices section. It appears in payment terms, in conditions precedent that require documents to be received before closing, in delivery and acceptance provisions, and in records or compliance clauses where an item must be logged once received. In a mortgage document, for instance, the lender's rights may depend on when statements or demands are received by the borrower, and the same logic governs a demand for possession, where the recipient's receipt starts a response window.

Why the exact wording matters

Small changes alter who bears the risk of a missed delivery. "Sent to" protects the sender; "received by" protects the recipient; "deemed received" balances the two with a fixed presumption. Ambiguity about the method, address, or timing can defeat an otherwise valid notice, so the parties should align the definition with how they actually communicate. Under the law governing the contract, courts generally enforce a clear deemed-receipt rule, which is why precise language beats a vague reference to something being "received."

Drafting considerations

• Name the acceptable delivery channels and keep them consistent across the agreement.
• State a deemed-receipt time and account for weekends, holidays, and time zones.
• Require a verifiable record of receipt for high-stakes items such as termination or default notices.
• Keep addresses current and add a duty to notify changes.

Teams that log inbound items, such as compliance teams, benefit from a receipt standard that is easy to evidence. Reviewing these clauses carefully, whether by hand or with tools like AI document review, helps ensure that every "received by" trigger is workable in practice.