Wednesday, June 1, 2016
The Notice provision tells parties how they can deliver effective notice to the other parties under the agreement
Many of us pay little attention to this boilerplate provision. Perhaps this is because courts have taken a practical approach to notice provisions. If a notice provision is drafted permissively, notice, even if not given as outlined in the agreement, will be valid, as long as it is received by the other party, and the delivery method was not less advantageous to the receiving party than the method outlined
Regardless, we recommend you take the time to consider the following:
1 Cynthia L. Elderkin & Julia S. Shin Doi, Behind and Beyond Boilerplate: Drafting Commercial Agreements, 3d ed (Toronto: Thomson Carswell, 2011).
2 See Ross v. The T Eaton Co Ltd, which is the leading case on mandatory versus permissive notices.
3 In his blog posting, Providing Notice by Email, Ken Adams discusses the issues around providing notice by email.