Received a Notice to Cure Breach of Contract? Act Before the Deadline Passes.

Notice to Cure Breach of Contract | Tampa Lawyer

A notice to cure a breach of contract is a written demand. It names what the other party failed to do and gives that party a set period, called a cure period, to fix it. The contract itself controls most of the details, from the deadline to how the notice must be delivered. Business owners, contractors, subcontractors, vendors, and shareholders all see these notices. The steps are similar on either side, but the stakes differ. This page walks through the process in Florida, from both sides, and explains when a letter is not enough.

What a Notice to Cure a Breach of Contract Is

A notice to cure is a written demand that identifies a breach and gives the other party time to fix it. That window is the cure period. If the breach isn’t fixed in time, the sender can move to the next step the contract allows.

The notice does two jobs. It puts the problem in writing, and it gives the other side a fair chance to perform. If the dispute grows, the letter becomes a record of what you asked for and when.

Many contracts require this notice before a party can terminate or withhold payment. Skipping it can weaken your later remedies, even when the other side clearly breached. Sending a clear notice first keeps the dispute focused on the contract. Think of it as a checkpoint. It shows both sides where things stand before anyone files a lawsuit or an arbitration demand.

Start With the Contract’s Cure Period and Notice Clause

The contract’s default and notice clauses set the cure period, the form of notice, and the delivery method. Read them first.

Cure periods vary. Some contracts give a fixed number of days. Others count business days or start running when the notice is received, not when it’s sent. Check whether the contract defines a business day. Weekends and holidays may or may not count, depending on the wording.

Delivery matters too. If the contract requires certified mail to a listed address, an email alone may not satisfy it. A contractor or subcontractor should check the payment and default terms of the job contract the same way.

Goods are different from services. For a sale of goods, Florida’s Uniform Commercial Code says a buyer that accepted the goods must notify the seller of a breach within a reasonable time after he or she discovers or should have discovered the breach, or be barred from any remedy Fla. Stat. § 672.607.

Some contracts allow termination for certain breaches with no cure period at all. Read the whole clause before you act. Acting too early can hurt your position.

What a Notice to Cure Should Contain

A strong notice is short, factual, and tied to the contract’s own terms. Include these parts:

• The parties, the contract’s name and date, and the exact provision that was breached.
• What the contract required, what was not done, and when.
• The corrective action you want and the deadline, matching the contract’s cure period.
• What happens if the breach is not cured, such as termination or withheld payment, only as the contract allows.

Keep the tone calm. Skip insults and guesses about intent, since the letter may become an exhibit in a later dispute. Attach copies of the contract provisions you rely on. This shows the other side the basis for the demand. Keep copies and proof of delivery. Don’t use the notice to change the contract’s terms.

After You Send a Notice: What the Cure Window Means

The other side usually has three choices: cure the breach, dispute it in writing, or do nothing.

A complete and timely cure can end the matter under the contract’s terms. A late or partial cure may not. A cure that only partly fixes the problem leaves the breach open. Ask for a written statement of what has been completed. If the other side cures late, decide quickly whether to accept it, and say so in writing.

Track everything during the window. Note payments received, work finished, emails and letters, and any request for more time. Write down the date each item arrived. If you agree to extra time, confirm it in writing so the change is clear.

Keep performing your own duties while the period runs, unless the contract says otherwise. Stopping your own work can give the other side an argument it didn’t have before.

After You Receive a Notice: Your Options

Start by checking whether the notice meets the contract’s form, delivery, and timing rules. A notice that misses a required step may not start the clock you think it did.

Then pick a path. You can cure within the period, respond in writing to dispute the breach, or propose a written plan to fix it. A short plan with dates, such as a payment schedule or a completion list, reduces confusion.

Ignoring a notice is usually the costliest choice. The sender may gain the right to terminate, and you lose the chance to correct the record.

Keep any response factual. Don’t admit more than is accurate, and state your position plainly. If you disagree, say why in specific terms and attach the records you rely on. If the notice contains errors, point them out so the record is clear. A calm reply is easier to defend than an emotional one.

How Conduct Can Waive Your Rights

Common examples include accepting late or partial work without objection, paying invoices after a known breach with no reservation, and letting cure deadlines pass again and again. A pattern of accepting late payments over months can shape what the other side reasonably expects.

Florida’s Second District Court of Appeal describes a related idea, ratification. Ratification occurs when a party entitled to rescind a voidable contract fails to do so after discovering the facts that warrant rescission (Flaherty v. Flaherty). Ratification occurs when a party entitled to rescind a voidable contract fails to do so after the discovery of facts that warrant a rescission. See Flaherty v. Flaherty, 128 So. 3d 920 (Fla. 2d DCA 2013).

The terms of each contract matter, so it is worth reviewing an agreement’s language closely. How courts apply them varies.

The simplest protection is to reserve your rights in writing whenever you accept performance during a dispute. A short line, such as “we accept this payment without waiving the breach,” helps.

When a Letter Alone Is Not Enough

A notice to cure is a step in the process. It doesn’t collect damages or force performance by itself.

A letter isn’t enough when the other side ignores it, disputes the breach and refuses to cure, or the contract requires arbitration or a court filing. Florida’s arbitration statute says a written agreement to arbitrate is generally valid and enforceable (Fla. Stat. § 682.02). A court, not the arbitrator, decides whether an arbitration agreement exists in the first place.

Timing is another risk. A contract can’t set a shorter time to sue than Florida law allows (Fla. Stat. § 95.03). The clock doesn’t stop while you exchange letters.

Terminating for an uncured breach must be handled carefully. A wrongful termination can create liability of its own. Termination is a separate question from the cure notice, so plan the steps in order. Review what notice the contract requires for termination itself.

Fees also matter. Florida generally follows the American Rule, so each side pays its own attorney fees unless a contract or statute provides otherwise (Price v. Tyler). If a contract allows fees to a party that must enforce it, Fla. Stat. § 57.105 lets the court also allow reasonable fees to the other side when it prevails, for contracts entered into on or after October 1, 1988.

Talk With Ayala Law About an Uncured Breach

If you’ve received a cure demand you think is wrong, or you’ve sent one and the other side still hasn’t performed, you may be deciding whether to respond, terminate, or file suit. That choice turns on the exact wording of your contract. A notice can’t be taken back once it’s sent.