Contractual notice is one of those simple concepts that can get very complex in practice, and have draconian consequences.

Real estate law, particularly Landlord-Tenant relationships, is loaded with notice requirements. Some examples are notices to renew or extend in a commercial lease. A simple notice clause in commercial leases is in fact not as straightforward as it may seem.

The law distinguishes “Given or Sent” from “Delivered or Received”

“The Agreement required that all notices be ‘given’ – not ‘delivered’ or ‘received’. The same paragraph provides that notice be ‘sent’ by registered mail, thus equating ‘sent’ with ‘given’, and emphasizing the lack of requirement for actual delivery. Estate of Crossman, 231 Cal.App 2d 370, 373.” Palo Alto Town & Country Village, Inc. v. BBTC Company , 11 Cal.3d 494, ¶21

The choice of language can be determinative, for example, in the all too common case of notice (renewal, extension, etc.) that is lost in the mail. Under “given or sent” language and interpretation, a notice mailed is sufficient…even if never received, which seems to contradict the very essence of notice, and yet does give effect to the true intent of the parties if it can be proven that notice was in facts “sent.” However, under “delivered or received” language, on the very same facts, the party that mailed the notice that was lost in the mail will be deemed to have not delivered notice, because notice was in fact never received by the intended party.

These are just two wrinkles that can arise in the relatively mundane notice clause of a commercial lease. However, they are important because effective or ineffective notice can drastically alter the economic relationship between the parties.

About Adishian Law Group, P.C.

Adishian Law Group is a California law firm with a statewide practice in the areas of Corporate law, Employment law, Real Estate law and Mediation Services. Adishianlaw.com is one of the oldest continually operating law firm websites on the Internet. The firm serves its clientele via three offices located in the major business hubs of El Segundo, Palo Alto and San Francisco. As of March 2013, Adishian Law Group, P.C. has represented individual and corporate clients located across 20 California counties, 4 States outside of California and 9 foreign countries — in over 340 legal matters.

For more information about this topic or to speak with Chris Adishian:

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