A notice and cure clause says that before one party can terminate a contract or sue over a breach, it must first tell the other party in writing what went wrong and give a set time to fix it. In Florida, courts enforce these clauses as written conditions to your rights, so the way you send the notice, and the way you count the days, can decide whether a termination or lawsuit stands. If you are about to send one, or have just received one, a business litigation lawyer should read the contract before the clock runs. We handle that kind of review for South Florida businesses at Fornarolegal.

TL;DR

• A notice and cure clause is a condition that must be met before termination or suit: written notice, a stated deadline, and a chance to fix the problem.
• Florida courts ask for substantial compliance, not perfection, but leaving out the right to cure entirely is a much bigger problem than being a day or two short.
• Follow the contract’s own method of delivery, content requirements and day count exactly. Do not rely on the court forgiving a shortcut.
• Construction defect claims have a separate statutory notice under Chapter 558: generally 60 days before suit, or 120 days for certain associations.
• A contract cannot shorten the time the law gives you to sue, so a short cure period does not cut off your claim.

Table of Contents

• What a notice and cure clause does
• Reading the clause before you act
• Counting the days
• What counts as a cure
• What happens if someone skips notice and cure
• Construction contracts and Chapter 558
• A short cure period does not shorten your time to sue
• Drafting a notice and cure clause that works
• What to do this week
• Our perspective
• Get the notice right the first time
• FAQ
• Sources

What a notice and cure clause does

Most commercial agreements, including leases, vendor contracts, franchise agreements, subcontracts and service agreements, contain a default section. It usually works in three steps:

1. One side believes the other has breached.
2. It sends a written notice that describes the breach.
3. The other side has a stated number of days to fix it. If it does, the contract continues. If it does not, the notifying party may terminate, claim damages or file suit.

The clause protects both sides. The party in breach gets a chance to repair the relationship, and the party who is owed performance gets a clear path to exit if nothing changes. Lawyers call the notice step a condition precedent: something that must happen before a right arises. If the clause is a condition precedent, skipping it can undermine the very right you are trying to use.

Searches on this topic often land on Florida’s residential landlord notices, such as the 7-day cure notice under section 83.56. Those are set by statute and apply to residential tenancies. This article is about the clause you negotiate and sign in a business contract, where the contract itself sets the rules, with a few statutory overlays.

Reading the clause before you act

Before you send or answer a notice, find the default and termination provisions and read them with the notice section of the contract. Four questions matter most.

Does the clause require notice at all?

Some contracts allow immediate termination for certain serious breaches, such as insolvency, fraud or loss of a license, and require notice and cure only for ordinary performance failures. Others require notice for everything. The language is often split across two or three sections, so a quick skim can miss it.

How long is the cure period?

Cure periods in business contracts commonly run from about 10 to 30 days, and contractors’ subcontract forms often use a short window for performance problems. There is no single Florida number for private contracts: whatever the contract says is the period. Look at whether the period is in calendar days or business days, and whether it starts when the notice is sent, delivered or received. Those three words produce different deadlines.

What must the notice contain?

Many clauses say the notice must be in writing and must describe the breach. Some require citing the section breached, stating the action needed to cure, or warning what will happen if the breach continues. Include every item the clause lists, in the order the contract uses, so nobody can say you missed one.

How must it be delivered?

Look for the notice provision, often near the end of the contract, listing addresses, named recipients and approved methods such as certified mail, overnight courier or hand delivery. Email is acceptable only if the contract says so. If the clause names a person or a physical address, use exactly that, and keep proof of delivery.

Counting the days

Disputes over notice and cure often come down to arithmetic. A practical way to avoid them:

• Find the trigger. Does the period run from the date of mailing, the date of delivery, or the date the notice is deemed received?
• Look for a deemed-receipt rule. Some contracts treat certified mail as received a fixed number of days after mailing.
• Check calendar or business days. If the contract is silent, count the way the contract uses the word “days” elsewhere and ask counsel before relying on any assumption.
• Add margin. If you are the party sending the notice, wait a few extra days before acting, so there is no argument that the period had not expired.
• Calendar it. If you received the notice, mark the last day to cure and work backward to when repairs, payment or documentation must be ready.

A worked example: a Coral Springs property manager and a landscaping vendor sign a 12-month service agreement with a 15-day cure period that runs from “receipt of notice,” and notice must be sent by certified mail to the vendor’s address in the contract. The manager emails a complaint, then mails a certified letter on March 1 that is delivered on March 4. The email did not satisfy the notice clause. The cure period runs from March 4, so it ends on March 19, not March 16. Terminating on March 17 would put the manager, not the vendor, at risk of being the party in breach.

What counts as a cure

A cure means doing what the contract required, or fixing the problem the notice identified. A late payment is cured by paying the amount owed, plus any late fee the contract specifies. A missed deliverable is cured by delivering it. Some breaches cannot realistically be cured, such as a disclosed confidential document that cannot be undisclosed, or a missed fixed-date event. Good contracts say so, listing breaches that are not curable and that allow immediate termination.

If you are the party giving notice, describe the cure you expect. If you are the party receiving it, cure in a way that leaves a paper trail: written confirmation, proof of payment and a short letter stating what you did and when. If the other side disputes whether the breach is real, you may still cure “under protest” in writing, so you keep the contract alive while preserving your position.

What happens if someone skips notice and cure

This is the question that drives most calls to a lawyer. Florida courts generally do not throw out a claim over every small misstep. They look at whether the notice was substantially complied with and whether the defect caused prejudice.

In Bank of America v. Cadet, 183 So. 3d 477 (Fla. 3d DCA 2016), the court held that Florida law requires substantial, not strict, compliance with contractual notice conditions. A default letter that identified the default, the amount needed to cure ($9,800.20) and the consequences of not curing was enough, even though it was not perfect.

In Vasilevskiy v. Wachovia Bank (Fla. 4th DCA 2015), a notice gave 28 days to cure instead of the 30 the contract required. The court treated the two-day gap as an insignificant, non-material breach. It also explained that a failure to meet a condition precedent has to be material, meaning it causes prejudice, to work as a defense, and it noted that omitting the right to cure altogether may well be material.

Take the practical lesson from those cases rather than a loophole:

• A small formal slip may be forgiven, but you would be arguing about it in court, with fees and delay.
• Leaving out the cure opportunity, sending no notice, or sending it to the wrong party is far riskier.
• The party who skipped the process may find its termination treated as a breach, which can flip who owes damages.

The procedure in court matters too. Under Florida Rule of Civil Procedure 1.120©, a plaintiff may allege generally that all conditions precedent have occurred, but a defendant who denies it must do so specifically and with particularity. If you receive a complaint and believe the other side never sent the required notice, your lawyer needs to plead that precisely and on time, or the point can be lost.

Construction contracts and Chapter 558

Construction is where notice and cure is most heavily regulated. Chapter 558 of the Florida Statutes sets a pre-suit process for construction defect claims. Under section 558.004, a claimant generally must serve written notice at least 60 days before filing suit, or at least 120 days for an association representing more than 20 parcels. The notice must refer to Chapter 558, describe each alleged defect and any known damage or loss in reasonable detail, and identify the location of each defect well enough that the responding parties can find it without undue burden. Destructive testing is not required to prepare the notice.

This statutory process sits on top of whatever your construction contract says. A contract may require a separate written notice with its own cure period before termination for cause, and both can apply to the same dispute. For an owner, developer or contractor in Broward or Palm Beach County, the safe approach is to treat them as two tracks and satisfy each. Our guides on suing a contractor for non-performance and construction breach of contract walk through how those disputes tend to develop.

A short cure period does not shorten your time to sue

Business owners sometimes assume the cure window and the filing deadline are the same thing. They are not. The 2025 Florida Statutes, chapter 95 set a five-year period for actions on a written contract, and section 95.03 makes a contract term void if it shortens the statutory period to begin an action. So a clause cannot cut that deadline down, though the notice and cure steps still must be completed within it. If you are weighing whether to send a notice now or wait, ask a lawyer to confirm the filing deadline for your specific claim, because other claim types have different periods.

Drafting a notice and cure clause that works

If you are signing or renewing a contract, the clause is worth negotiating, because it controls what happens on your worst day. A well-built clause:

• Defines which breaches are curable and which allow immediate termination.
• States the cure period in calendar or business days, and says when it starts.
• Lists the required contents of the notice.
• Names the delivery methods and the addresses, with a way to update them.
• Says what counts as a cure and who decides, and what happens if a cure takes longer than the period but the party is working on it in good faith.
• Applies equally to both sides unless there is a good reason it should not.

Our Florida business contract review checklist lists the other terms to check next to this one, and the contract dispute FAQ answers common questions on what follows a breach.

What to do this week

If you need to send a notice:

1. Pull the signed contract and every amendment.
2. Identify the breach in specific, factual terms, with dates and amounts.
3. Draft the notice to track the clause’s required contents.
4. Send it by every method the contract allows, keeping proof.
5. Calendar the cure deadline and a margin, and do not act early.

If you received a notice:

1. Do not ignore it, even if you think it is wrong.
2. Calendar the last day to cure.
3. Cure in writing, or respond in writing disputing the breach, within the period.
4. Keep operating under the contract in the meantime.
5. Talk to a lawyer before you stop performing, withhold payment or terminate in response.

Our perspective

Most of the notice and cure fights we see are not about whether someone really breached. They are about paperwork: a notice sent to the wrong address, a period counted from the wrong day, a letter that never said what the other side had to fix.

Our view is that the clause should be treated as a procedure to follow, not a technicality to argue about later. Florida courts may forgive a small shortfall, but a business owner should not plan around being forgiven. We read the default, notice and termination sections together, build the notice to match, and calendar every deadline before anything goes out.

With more than 20 years of court-tested experience for South Florida businesses, we are comfortable on both sides of the process: drafting the clause when you sign, and sending or answering the notice when a problem arises. If it escalates, the same lawyer can handle the dispute through negotiation, mediation, arbitration or litigation.

Matthew

Get the notice right the first time

Whether you are sending a default notice or responding to one, the cure period is short and the contract language controls it. Matthew Fornaro, P.A. helps small businesses, startups and entrepreneurs in South Florida with contract drafting and review, and with dispute resolution through litigation, arbitration and mediation. Our team can review your clause and your facts and tell you where you stand. Start with our business litigation page or contact us.

If the dispute involves a lease, a sale or property, our real estate transactions and litigation team handles those matters too, and for contracts you are still negotiating, our business transactions work covers the drafting.

FAQ

Is a notice and cure clause required in every Florida contract?

No. Florida does not require private business contracts to contain one. It applies only if the parties wrote it in, or if a statute such as Chapter 558 for construction defects imposes its own notice process. Read your contract to see whether it applies.

Can I terminate immediately if the other side’s breach is serious?

Only if the contract allows it. Many agreements carve out serious breaches from the cure right, but if yours does not, terminating without notice can make you the party in breach. Have a lawyer read the default section before you act.

What if the notice was a few days short or slightly incomplete?

Florida courts look for substantial compliance and whether the defect caused prejudice. In one Fourth District case, a notice giving 28 days instead of 30 was not a material breach. That is a fact-specific result, so do not plan around it.

Does the cure period extend the deadline to file suit?

The cure period is a separate step that must be completed before suit, and contract terms cannot shorten the statutory time to sue under section 95.03. Confirm the limitations period for your claim with counsel so the cure period does not use up time you need.

Is email valid notice?

Only if the contract’s notice clause permits it. If the clause lists certified mail or a physical address, an email alone may not satisfy it. Send by every authorized method.

Sources

• Bank of America v. Cadet, 183 So. 3d 477 (Fla. 3d DCA 2016)
• Vasilevskiy v. Wachovia Bank, National Association (Fla. 4th DCA 2015)
• Florida Rule of Civil Procedure 1.120, Pleading Special Matters
• Chapter 558, 2024 Florida Statutes, The Florida Senate
• Chapter 95, 2025 Florida Statutes, The Florida Senate

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