How Can a Contract Breach Be Cured?

by | Sep 27, 2022 | Liability Risks | 0 comments

General Terms and Conditions, frequently referred to as “Boilerplate,” defines how the Client and Consultant will relate to each other in a business relationship without regard to a specific project. The following is a critical “Boilerplate” item that if not clearly and equitably stated will likely result in misunderstandings and confrontational situations:

Curing a Breach – A breach of a contract occurs when one or both parties to a contract fail to perform in accordance with the terms of the contract or one party interferes with the performance of the other party.  The breach can be deliberate or accidental and may be insignificant or material to the overall performance of the contract.  The problem for the Consultant occurs when the contract does not address how a breach is to be addressed.  In which case, the breach quickly jumps to a dispute that could have been avoided if an opportunity to cure the breach had been available.

A typical contract provision that gives each party an opportunity to cure a breach simply requires that both parties notify the other party if they believe that a material breach has occurred.  The notice usually takes the form of a communication identifying the breach and a warning of termination that will occur if the breach is not cured within a specific period of time.  The notice must, of course, be consistent with the requirements of the termination provision of the contract.  Once the notice has been given, good faith bargaining can begin to cure the breach and thus hopefully avoid a dispute or termination.

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Lowe Consulting, LLC
John M. Lowe, Jr., P.E.
Happy Valley, OR