Notice Provisions Not Strictly-Enforced When Counterparty Receives Actual Notice and is Not Prejudiced

On October 14, 2020, Justice Livote of the Queens County Commercial Division issued a decision in Golden Bridge Realty LLC v. 72nd Rd. Holdings LLC, 2020 NY Slip Op. 33939(U), holding that contractual notice provisions are not strictly enforced when the counterparty has actual notice and is not prejudiced, explaining:

The first cause of action alleges breach of contract for failing to return the downpayment. Defendants argue that Plaintiff failed to allege that Plaintiff sent any notices to terminate the Real Estate Contract to Defendant 72nd Road Holding LLC at its principal place of business located at 36-09 Main Street, Suite 3A, Flushing, New York 11354 as required by the terms of the Real Estate Contract. However, the Agreement does not specify where the notice must be sent, only that the seller be notified. Moreover, strict compliance with contractual notice provisions need not be enforced where the adversary party does not claim the absence of actual notice or prejudice by the deviation. Accordingly, the motion is denied as to the first case of action.

(Internal quotations and citations omitted).

Part of the reason parties to commercial contracts choose to have those contracts governed by New York law is that New York courts typically enforce contracts as written. However, in this decision, the court took the view that notice provisions do not necessarily have to be strictly enforced. Contact Schlam Stone & Dolan partner John Lundin at jlundin@schlamstone.com if you or a client have questions regarding the interpretation of a contract under New York law.