THEContractGC

I recently reviewed a contract for a client that had the following Notices provision (a provision which specifies how one party should provide notice to the other party under the contract):

Any notice or communication hereunder must be in writing, and shall be personally delivered, or sent bytelegram, telex or facsimile, or by registered or certified mail, return receipt requested, and if given by registered or certified mail, same shall be deemed to have been given and received three days after its mailing, postage prepaid to the address listed below. Such notices or communication shall be given to the parties hereto at the following addresses…  [emphasis added]

Now, notice provisions like this one are standard boilerplate; when drafting a contract, attorneys just cut and paste them from every other contract they’ve drafted.  I know, I’ve done it myself–why re-invent the wheel?  But this particular notice provision shows how important it is to actually READ the boilerplate provisions you’re using.  Even though it may be “just boilerplate”, the language forms a part of the contract, and either party may rely upon it.  So read the boilerplate, and if it doesn’t capture what you want–or if it’s outdated or obsolete–then change it!

Or else the Western Union or Pony Express guy may be showing up on the doorstep with a Notice to Cure Breach, or a Notice of Renewal, etc.  Or, such notices may be arriving by Telex.  Now, I’ll admit I’ve seen enough Westerns to know what a telegram is, but I have no idea what a “Telex” is.

I’ll be right back–

OK, I Googled it.  According to Wikipedia:

By 1935, message routing was the last great barrier to full automation. Large telegraphy providers began to develop systems that used telephone-like rotary dialing to connect teletypes. These machines were called “Telex”. Telex machines first performed rotary-telephone-style pulse dialing for circuit switching, and then sent data by Baudot code. This “type A” Telex routing functionally automated message routing.

Now, I haven’t been in your office recently, but I would bet money that you do NOT have a Telex machine plugged in over there in the corner.  So read the notice provisions, and if they contain any communication methods that don’t exist in your office–delete them, so you don’t end up in court one day arguing over whether proper notice was received, as the other party is swearing they Telex’ed you.