Demand Letter - Contract Performance

CONTRACT PERFORMANCE DEMAND — ALABAMA PREPARATION PACKET

This packet does not create a cure period, default, remedy, delivery rule, forum, fee right, or confidentiality protection. Those matters depend first on the signed agreement and then on applicable law. Complete the review worksheet before using the letter.

1. Contract Review Worksheet

Agreement and Parties

Obligation and Performance Record

Notice and Cure Terms

Do not substitute an invented ten-day period for the agreement's actual notice and cure mechanism.

2. Transaction Classification

Select only after legal review:

☐ The agreement is a contract for the sale of goods to which Alabama Article 2 applies.

☐ The agreement is principally for services, licensing, real property, employment, lending, or another non-goods subject.

☐ The agreement is mixed or its classification is uncertain.

The optional adequate-assurance section below relies only on Ala. Code § 7-2-609. Do not use it merely because one party is worried about performance. Counsel should confirm a qualifying contract for sale, reasonable grounds for insecurity, the assurance appropriate to the circumstances, and any proposed suspension of performance.

3. Draft Demand Letter

[SENDER OR LAW-FIRM LETTERHEAD]

Delivery method required by the agreement: [________________________________]

Date: [__/__/____]

To:

[COUNTERPARTY NAME]

Attn: [NOTICE RECIPIENT AND TITLE]

[NOTICE ADDRESS]

[CITY, STATE ZIP]

Re: Contract performance under [AGREEMENT TITLE], dated [__/__/____]

Dear [NAME]:

We write on behalf of [CLIENT'S EXACT NAME] concerning the agreement identified above, including [IDENTIFY APPLICABLE AMENDMENTS OR INCORPORATED DOCUMENTS].

A. Contractual Obligation

Section [____] of the agreement requires [COUNTERPARTY / CLIENT / EACH PARTY] to:

[____________________________________________________________]

The relevant due date, milestone, or condition is [QUOTE OR ACCURATELY SUMMARIZE THE CONTRACT TERM].

B. Performance Record

Our records show the following:

1. On [__/__/____], [FACTUAL EVENT OR COMMUNICATION].

2. On [__/__/____], [FACTUAL EVENT OR COMMUNICATION].

3. As of [__/__/____], [SPECIFIC PERFORMANCE REMAINS OUTSTANDING / DELIVERED PERFORMANCE DOES NOT MATCH THE IDENTIFIED TERM] because [FACTUAL EXPLANATION].

Supporting records are [ENCLOSED / IDENTIFIED BELOW / AVAILABLE FOR REVIEW]:

[____________________________________________________________]

C. Contract-Controlled Demand

The client requests that the counterparty complete the following actions:

1. [SPECIFIC ACTION MATCHING THE AGREEMENT];

2. [SPECIFIC CORRECTION, DELIVERY, PAYMENT, OR DOCUMENT]; and

3. Written confirmation identifying when and how performance will be completed.

Under Section [____] of the agreement, the applicable response or cure deadline is [__/__/____ at ____:____ ☐ a.m. ☐ p.m.]. The deadline was calculated from [RECEIPT / SENDING / ANOTHER CONTRACTUAL EVENT] as follows:

[____________________________________________________________]

If the agreement supplies no cure period, replace the preceding paragraph with a reviewed, fact-specific request date. Do not describe that date as a contractual deadline.

D. Optional Alabama UCC Adequate-Assurance Demand

This agreement is a contract for sale within Alabama Article 2. The following facts provide the asserted reasonable grounds for insecurity concerning due performance:

[____________________________________________________________]

Under Ala. Code § 7-2-609, the client makes this written demand for adequate assurance of due performance. The requested assurance is:

[____________________________________________________________]

Please provide the assurance by [__/__/____]. Counsel has confirmed that the requested period is reasonable under the circumstances and does not exceed 30 days after receipt of this justified demand.

☐ No suspension of client performance is stated in this letter.

☐ Counsel has confirmed that the following suspension is commercially reasonable and concerns performance for which the client has not already received the agreed return: [________________________________]

For a transaction between merchants, counsel should document the commercial standards used to evaluate the grounds for insecurity and the adequacy of the requested assurance.

E. Response and Communications

Please direct the written response and supporting documents to:

The client remains willing to discuss a practical resolution. This sentence does not characterize the letter or any discussion as privileged, confidential, inadmissible, or protected from disclosure.

F. Closing

This letter is based on the information presently available and does not amend the agreement. It does not state that any remedy, fee, interest, termination, suspension, injunction, or other relief is available unless counsel has separately confirmed the applicable contract term and law.

Sincerely,

Signature: __________________________________

Printed name and title: [________________________________]

For: [CLIENT / LAW FIRM / OTHER AUTHORIZED SENDER]

Enclosures: [________________________________]

Copy to: [________________________________]

4. Final Review and Sending Record

☐ Every quoted or summarized contract term was checked against the signed agreement.

☐ The letter distinguishes facts from disputed allegations and legal conclusions.

☐ The deadline follows the contract or is clearly labeled only as a requested response date.

☐ Any § 7-2-609 section was deleted unless the goods-sale and reasonable-insecurity gates were satisfied.

☐ Unsupported demands for attorney fees, expert fees, consequential damages, injunctive relief, replevin, or specific performance were omitted.

☐ The letter does not create a new forum, arbitration term, jury waiver, integration clause, severability clause, or notice rule.

☐ Delivery complied with the agreement and any separately verified legal requirement.

Official Source

• Ala. Code § 7-2-609 — Right to Adequate Assurance of Performance