PRE-LIEN NOTICE / NOTICE TO OWNER
(Massachusetts Construction Project)
Massachusetts General Laws ch. 254 Compliance
[// GUIDANCE: This template is drafted to function as either (i) a “Notice of Contract” by an original contractor under M.G.L. c. 254 § 2, or (ii) a “Notice of Subcontract” by a subcontractor under § 4. Select and complete the applicable bracketed items. Because a pre-lien notice is a statutory notice—not a contract—many “boilerplate” contract sections are streamlined or marked “Reserved.” Do not delete the section headings; doing so may break cross-references.]
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions (Statutory Notice)
IV. Representations & Warranties
V. Covenants & Restrictions (Reserved)
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
I. DOCUMENT HEADER
- Title. Pre-Lien Notice / Notice to Owner (the “Notice”).
- Effective Date. [EFFECTIVE_DATE]
- Claimant. [CLAIMANT_NAME], a [state & entity type], with its principal place of business at [CLAIMANT_ADDRESS] (“Claimant”).
- Owner of Record. [OWNER_NAME], whose address is [OWNER_ADDRESS] (“Owner”).
- Prime/General Contractor. [GC_NAME], whose address is [GC_ADDRESS] (“General Contractor”).
- Project. [PROJECT_NAME / BRIEF DESCRIPTION], located at [PROJECT_STREET_ADDRESS, CITY/TOWN, COUNTY, STATE, ZIP]; legal description attached as Exhibit A (the “Property” or “Project”).
- Governing Law. Massachusetts mechanics lien statute, M.G.L. c. 254 (the “Lien Law”).
II. DEFINITIONS
“Amount Due” means $[AMOUNT], representing the unpaid contract price for Labor, Services, Materials, or Equipment (as those terms are used in c. 254) furnished by Claimant through [LAST_DATE_OF_FURNISHING].
“Claimant” has the meaning given in Section I.3.
“Notice Deadline” means the latest date on which this Notice may be recorded and served while preserving lien rights, calculated under M.G.L. c. 254 §§ 2, 4, 13 (i.e., not later than 60 days after the filing of a Notice of Substantial Completion or 90 days after Project completion/termination, or 60 days after last furnishing—whichever occurs first).
“Notice of Contract” / “Notice of Subcontract” means a notice in statutory form recorded under c. 254 §§ 2 or 4, respectively.
“Owner” has the meaning given in Section I.4.
“Property” has the meaning given in Section I.6.
“Work” means the labor, materials, professional services, equipment, and/or other improvements furnished by Claimant to the Project pursuant to the underlying contract or subcontract dated [CONTRACT_DATE] (the “Contract”).
III. OPERATIVE PROVISIONS (STATUTORY NOTICE)
3.1 Purpose. This Notice is delivered and recorded to preserve Claimant’s statutory right to a mechanics lien on the Property for the Amount Due, in accordance with the Lien Law.
3.2 Statutory Content. Claimant hereby states:
a. The Owner of the Property is [OWNER_NAME & ADDRESS].
b. The General Contractor (if any) is [GC_NAME & ADDRESS].
c. Claimant’s Contract is with [CONTRACT_COUNTERPARTY] in the original amount of $[CONTRACT_SUM]; unpaid balance is $[AMOUNT].
d. The Property to be liened is described in Exhibit A.
e. The type of Work furnished is [TYPE_OF_WORK].
f. Date of first furnishing: [FIRST_DATE]. Date of last furnishing (to date): [LAST_DATE].
g. This Notice is recorded/served within the statutory period ending [NOTICE_DEADLINE].
h. Claimant intends to enforce its lien unless the Amount Due is paid in full.
3.3 Service of Notice. Concurrently with recording, Claimant shall serve a copy of this Notice on the Owner (and on the General Contractor if Claimant is a subcontractor) by (i) certified mail, return-receipt requested, (ii) registered mail, or (iii) personal delivery with written acknowledgment, as permitted by M.G.L. c. 254 § 13.
[// GUIDANCE: Attach USPS certified mail receipts or sworn delivery affidavit to Exhibit B for evidentiary purposes.]
IV. REPRESENTATIONS & WARRANTIES
4.1 Claimant represents and warrants that:
a. All statements in this Notice are true and correct to the best of Claimant’s knowledge, information, and belief, and made under the pains and penalties of perjury.
b. Claimant possesses all licenses and registrations required to perform the Work in Massachusetts.
c. Claimant has not waived its lien rights by contract, subordination, or otherwise.
4.2 Survival. The representations and warranties in this Section survive recording and service of the Notice and any subsequent lien-enforcement action.
V. COVENANTS & RESTRICTIONS (Reserved)
[// GUIDANCE: No affirmative or negative covenants are typically necessary in a statutory notice. Insert additional covenants only if required by a project-specific agreement.]
VI. DEFAULT & REMEDIES
6.1 Event of Default. Owner’s or General Contractor’s failure to tender the Amount Due within [10] calendar days after receipt of this Notice constitutes an Event of Default.
6.2 Remedies. Upon an Event of Default, Claimant may, without further notice, pursue any and all remedies available under the Lien Law, including but not limited to:
a. Perfecting and enforcing a mechanics lien against the Property pursuant to M.G.L. c. 254 §§ 5–12;
b. Commencing a civil action in the Massachusetts Superior Court sitting in the county where the Property is located for foreclosure of the lien and for money damages; and
c. Recovering reasonable attorneys’ fees, costs, and interest as allowed by law or contract.
6.3 Notice & Cure. Nothing in this Section limits Claimant’s right to file or enforce its lien without further notice if necessary to meet statutory deadlines.
VII. RISK ALLOCATION
7.1 Indemnification. Not applicable. (See Metadata: “Indemnification: not_applicable.”)
7.2 Limitation of Liability. Claimant’s liability for any counterclaims relating to this Notice shall be capped at the lesser of (i) the Amount Due or (ii) the value of Work actually performed and unpaid as of the Effective Date.
7.3 Force Majeure. Recording or service deadlines fixed by statute are not extended by force-majeure events unless the governing court orders otherwise.
VIII. DISPUTE RESOLUTION
8.1 Governing Law. This Notice and any dispute arising hereunder are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles.
8.2 Forum Selection. Exclusive venue lies in the state courts of the Commonwealth sitting in the county where the Property is located.
8.3 Arbitration. Not applicable. (See Metadata.)
8.4 Jury Waiver. Not applicable. Pre-lien notices are not contractual waivers; any waiver must appear in a separate, mutually-executed document.
8.5 Injunctive Relief. Claimant reserves the right to seek injunctive or equitable relief (including but not limited to lien enforcement and foreclosure) as provided under the Lien Law.
IX. GENERAL PROVISIONS
9.1 Amendments. Any amendment to this Notice must (i) comply with M.G.L. c. 254 § 2 or § 4, (ii) be in writing, and (iii) be recorded and served in the same manner as the original Notice.
9.2 Integration. This Notice constitutes the entire statutory notice required under the Lien Law concerning the Amount Due.
9.3 Severability. If any provision of this Notice is held invalid or unenforceable, the remaining provisions shall remain in full force to the extent permitted by law.
9.4 Counterparts; Electronic Signatures. This Notice may be executed in counterparts and by electronic or facsimile signature, each of which is deemed an original and together constitute one instrument for all purposes.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, Claimant has executed this Notice as of the Effective Date.
CLAIMANT:
[CLAIMANT_NAME]
By: _____
Name: _____
Title: _____
Date: _______
COMMONWEALTH OF MASSACHUSETTS
___ County, ss.
On this _ day of __, 20_, before me, the undersigned notary public, personally appeared ______, the [Title] of [CLAIMANT_NAME], proved to me through satisfactory evidence of identification to be the person whose name is signed above, and acknowledged the foregoing instrument to be his/her free act and deed on behalf of said entity.
Notary Public
My Commission Expires: _____
EXHIBIT A
(Legal Description of Property)
[INSERT metes-and-bounds or recorded deed reference. If unavailable, attach assessor’s parcel map and street address as a good-faith description.]
EXHIBIT B
(Proof of Service)
- USPS Certified Mail Receipt No. ____
- Return Receipt (Green Card) Signed by: ____
- Affidavit of Personal Service (if applicable)
[// GUIDANCE: Assemble and retain all service proofs; they are mandatory exhibits in any lien enforcement action.]
[END OF NOTICE]