PRE‐LIEN NOTICE / NOTICE TO OWNER

(Vermont – 9 V.S.A. § 1921 et seq.)

[// GUIDANCE: This template is designed for use by any party that has furnished, or intends to furnish, labor, services, or materials to a construction project located in the State of Vermont. Vermont does not statutorily require a “pre-lien” or “notice to owner” prior to recording a mechanic’s lien; however, providing early written notice is a recommended best practice that (i) encourages prompt resolution of payment issues, (ii) documents the Claimant’s position, and (iii) lays the groundwork for a timely recorded lien if payment is not forthcoming.]

I. DOCUMENT HEADER

A. Parties

1. Claimant: [CLAIMANT LEGAL NAME], a [State] [Entity Type] having its principal place of business at [Address] (“Claimant”).
2. Owner: [OWNER LEGAL NAME], having an address at [Address] (“Owner”).
3. General Contractor (if different from Claimant): [GC NAME].
4. Lender (if any): [LENDER NAME].

B. Property & Project

1. Street Address: [PROPERTY ADDRESS].
2. Legal Description (attach Exhibit “A” if lengthy): [INSERT].
3. Project Name / Description: [PROJECT NAME / SCOPE].

C. Effective Date

This Notice is effective as of [DATE] (“Effective Date”).

D. Governing Law & Forum

This Notice is governed by Vermont’s mechanic’s lien statutes, 9 V.S.A. § 1921 et seq. (“Lien Law”). Any action to enforce a recorded lien shall be brought exclusively in the state courts of Vermont (“State Court”).

II. DEFINITIONS

For purposes of this Notice:

“Claim” means the total unpaid contract price, including approved change orders, finance charges, and retainage, owed to Claimant for Work.

“Last Furnishing Date” means the last date on which Claimant supplied labor, services, or materials to the Project, currently anticipated to be [DATE].

“Lien” means the statutory mechanic’s lien provided for under Lien Law.

“Notice” means this Pre-Lien Notice / Notice to Owner.

“Work” means all labor, services, materials, equipment, or specially fabricated materials furnished by Claimant to the Project.

III. OPERATIVE NOTICE PROVISIONS

1. Amount Due. As of the Effective Date, Owner owes Claimant $[AMOUNT] for Work performed through [DATE] (“Amount Due”).
2. Reservation of Lien Rights. Pursuant to 9 V.S.A. § 1921 et seq., Claimant hereby provides notice that, if the Amount Due is not paid in full, Claimant may record a Memorandum of Lien in the land records of the town where the Property is situated.
3. Timing for Recording. Under 9 V.S.A. § 1922, a Memorandum of Lien must be recorded within 120 days after the Claimant ceases to furnish Work. This Notice is being provided [INSERT #] days before that statutory deadline.
4. Demand for Payment. Owner is requested to deliver full payment of the Amount Due, together with any subsequently accruing charges, within [15] days of receipt of this Notice.
5. Consequences of Non-Payment. Absent timely payment, Claimant may:
   a. Record a Memorandum of Lien;
   b. Commence a civil action to foreclose the Lien and obtain a decree for sale of the Property; and
   c. Seek all costs, interest, and reasonable attorneys’ fees as allowed by law.

IV. REPRESENTATIONS & WARRANTIES

1. Authority. Claimant represents that it is duly authorized to execute and deliver this Notice.
2. Accuracy. Claimant warrants that, to the best of its knowledge and belief, the information contained herein is true, correct, and complete in all material respects as of the Effective Date.
3. Survival. The representations and warranties herein shall survive delivery of this Notice and any subsequent recording of a Memorandum of Lien.

V. COVENANTS & RESTRICTIONS

1. Owner’s Covenant to Communicate. Owner shall promptly notify Claimant in writing of any bona fide dispute concerning the Amount Due and shall provide supporting documentation within [5] business days of such notice.
2. No Waiver. Nothing in this Notice shall be construed as a waiver of any right or remedy of Claimant under the Lien Law or other applicable law.

VI. DEFAULT & REMEDIES

1. Default. Failure of Owner to remit the Amount Due within the period stated in Section III(4) constitutes an Event of Default.
2. Cure Period. The cure period shall be [5] business days following written notice of default.
3. Remedies. Upon default and expiration of any cure period, Claimant may pursue any and all remedies available under the Lien Law, equity, or contract, including but not limited to recording and foreclosing the Lien.
4. Attorneys’ Fees. Claimant shall be entitled to recover from Owner all reasonable attorneys’ fees, court costs, and expenses incurred in enforcing its rights.

VII. RISK ALLOCATION

1. Limitation of Liability. The total liability of Owner to Claimant relating to the Work shall not exceed the work performed value, i.e., the unpaid contract price plus approved change orders.
2. No Indemnification. Consistent with the provided metadata, no indemnification obligations are created by this Notice.
3. Force Majeure. Delays in payment caused solely by a Force Majeure Event affecting normal banking operations shall extend the cure period by the length of such event, but not more than [10] days.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Notice and any subsequent Lien enforcement action shall be governed by the laws of the State of Vermont without regard to its conflict-of-laws rules.
2. Forum Selection. Exclusive venue shall lie in the state courts of the county where the Property is located.
3. Arbitration & Jury Trial. Arbitration is not applicable, and no jury trial waiver is included.
4. Injunctive Relief. Nothing herein limits Claimant’s right to seek provisional or injunctive relief, including an order of attachment or other remedy necessary to preserve the Lien.

IX. GENERAL PROVISIONS

1. Amendments. Any amendment to this Notice must be in a writing executed by Claimant.
2. Assignment. Claimant may assign its Claim and attendant Lien rights without Owner’s consent.
3. Severability. If any provision of this Notice is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
4. Integration. This Notice constitutes the entire notice from Claimant to Owner regarding the Amount Due and supersedes all prior oral or written statements.
5. Counterparts & Electronic Signatures. This Notice may be executed in counterparts and transmitted by electronic means, each of which shall be deemed an original and together shall constitute one and the same instrument.

X. EXECUTION BLOCK

[// GUIDANCE: Although Owner’s signature is not required to make this Notice effective, obtaining a signed acknowledgment of receipt is highly recommended to forestall later claims of non-delivery.]

CERTIFICATE OF SERVICE

I, [NAME], certify that on [DATE], I served the foregoing Pre-Lien Notice / Notice to Owner upon [OWNER LEGAL NAME] by:

☐ Certified Mail, Return Receipt Requested, tracking no. _
☐ Personal Delivery (signed receipt attached)
☐ Other (describe): _____

Signature: ______
Printed Name: _________

[// GUIDANCE: Vermont’s Lien Law does not prescribe a service method for a voluntary pre-lien notice. However, documented delivery—preferably by certified mail or personal service—creates a defensible record.]

EXHIBIT “A” – LEGAL DESCRIPTION OF PROPERTY

[Attach full metes-and-bounds or other legal description if required for clarity.]