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You Need a Reliable Way to Communicate Important Issues with the Other Party to Your Contract

February 28, 2022

Posted in Blog

You Need a Reliable Way to Communicate Important Issues with the Other Party to Your Contract

Many contracts are not “one and done.” Instead of a single transaction, there’s an ongoing relationship where each side relies upon the other. An email or phone call should be sufficient to keep things running smoothly for day-to-day issues. But if essential matters come up, including those that could mean the end of the contract, you will need proof the other party got the message. That’s not something that regular email can do.

What is a Notice? Why Do We Need One?

If you’re a party to a contract, it may have language allowing email notices of important issues. Notice provisions typically cover critical communications that must reach their destination, and you need proof that they did so. These messages can include the fact that one side or the other:

  • Wants to amend the contract
  • Wants to assign their benefits and responsibilities to another party
  • Believes the other party is in default and not complying with the contract. Unless the situation is resolved, this may lead to a claim that the other party breached the contract so its obligations are no longer in force
  • Accepts or rejects proposed contract terms
  • Accepts or rejects a contract extension
  • Wants to terminate the contract

How Can a Notice be Sent to the Other Party?

Notice language in a contract may allow them to be sent by email, despite many potential problems when using it. Emailed notices are generally enforceable under the federal Electronic Signatures in Global and National Commerce Act and the California Uniform Electronic Transactions Act, but how do you prove the other party got your email? The fact the notice is received could be a requirement before you can move forward and protect your rights. Your email may have ended up in a SPAM folder, or the person you sent it to no longer works there.

One option is using the Rmail system. The company claims they can encrypt your message, track email opens, send it for an e-signature, securely share large files, and provide evidence your email correspondence was received in the form of their Registered Receipt™ email record.

Just to be safe, especially if what’s at stake concerns a lot of money or is vital to your company, you should hedge your bets by:

  • Sending a copy by registered or certified US Postal Service mail or through an overnight delivery service. Since many companies operate virtually, they may not have an office address. If that’s the case with the other party, make sure you have a mailing address they use to receive written correspondence
  • Transmitting the notice via fax and getting a confirmation it was received if you and the other party still use this technology
  • Hand delivering the notice. If the contract’s important enough, you may have an in-person meeting to discuss the problems you’re having. Bring the notice with you and hand it to the other party

Your contract should state many things concerning email notices:

  • When it becomes effective
  • That’s it’s considered given when it’s sent (even if it ends up in a SPAM folder)You Need a Reliable Way to Communicate Important Issues with the Other Party to Your Contract
  • The recipient may be required to send an email confirming delivery
  • Email notices could be effective for less important issues and daily matters, but physical delivery of a notice on paper is required for critical issues like a notice of default
  • That a specific email address is used for notices. It could be of a particular person, or an email address could be created just for these notices
  • The parties agree someone, if not several people, will be responsible for monitoring email notices

A Contract Should Protect Your Interests and Help You Reach Your Goals

Contract language must cover practical issues like notices. You don’t want to make things up as you go along if the contractual relationship you rely on is having a tough time. If your business operates in California, Focus Law can help draft, negotiate, and enforce a contract. 

We are an established and growing law firm representing businesses in California and the Pacific. Call us now for a Strategy Session. We can talk about how Focus Law can help you run your business and effectively manage the legal risks you face. We can be reached at (714) 415-2007 or reserve your spot by clicking here.