Stop-Notice

STOP NOTICE AND VERIFIED STATEMENT OF CLAIM

(Mississippi – Private or Public Construction Project)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This STOP NOTICE AND VERIFIED STATEMENT OF CLAIM (this “Stop-Notice”) is executed as of [EFFECTIVE DATE] (the “Effective Date”) by [CLAIMANT LEGAL NAME], a [STATE] [ENTITY TYPE] (“Claimant”), and directed to [OWNER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Owner”). The Prime Contractor on the Project (defined below) is [PRIME CONTRACTOR LEGAL NAME] (“Prime Contractor”).

Project:
• Project Name: [PROJECT TITLE]
• Physical Address: [STREET, CITY, MS ZIP]
• Owner’s Project No.: [IF ANY]

Consideration & Jurisdiction: This Stop-Notice is issued pursuant to the Mississippi lien and stop-notice statutes, including any bonding and release procedures thereunder (“Mississippi Lien Law”), and is governed exclusively by the laws of the State of Mississippi, without regard to conflict-of-laws principles.

2. DEFINITIONS

For purposes of this Stop-Notice, capitalized terms have the meanings set forth below; terms defined in the singular include the plural and vice-versa.

1. “Bond” means a statutory bond acceptable under Mississippi Lien Law, issued by a duly authorized surety, in at least [125%] of the Claim Amount, conditioned to pay the Claim Amount (and related costs) or otherwise discharge the Claim.
2. “Claim Amount” means USD $[AMOUNT]—the unpaid balance for Labor or Materials furnished by Claimant.
3. “Labor or Materials” means the labor, services, equipment, or materials actually furnished by Claimant for the improvement of the Project.
4. “Release” means a written, unconditional release of this Stop-Notice executed by Claimant in the form attached as Exhibit B.
5. “Stop-Notice” has the meaning assigned in Mississippi Lien Law: a written notice that compels Owner (or public entity) to withhold sufficient contract funds otherwise payable to Prime Contractor to satisfy the Claim Amount.

3. OPERATIVE PROVISIONS

3.1 Verified Statement of Claim. Claimant hereby certifies under oath that:
a. Claimant has furnished Labor or Materials to the Project beginning on [DATE] and last furnishing occurred on [DATE];
b. The Claim Amount remains due and unpaid; and
c. Claimant timely perfected this Stop-Notice within all statutory deadlines.

3.2 Demand to Withhold Funds. Pursuant to Mississippi Lien Law, Claimant demands that Owner immediately withhold, from any monies currently due or thereafter becoming due to Prime Contractor, a sum not less than the Claim Amount plus statutory interest, costs, and attorneys’ fees (collectively, the “Withheld Funds”).

3.3 Service & Delivery. This Stop-Notice shall be deemed served when delivered in the manner prescribed by Mississippi Lien Law to:
• Owner – [ADDRESS FOR SERVICE]
• Prime Contractor – [ADDRESS FOR SERVICE]
• Construction Lender (if any) – [NAME & ADDRESS]

3.4 Conditions Subsequent. Owner’s obligation to withhold the Withheld Funds terminates upon the earliest of:
a. Claimant’s written Release;
b. Owner’s receipt of a Bond complying with Section 7.2; or
c. Final, non-appealable adjudication disallowing the Claim.

3.5 Statutory Time Limits. Claimant shall commence suit to enforce this Stop-Notice within the period required by Mississippi Lien Law, failing which this Stop-Notice shall automatically expire.

4. REPRESENTATIONS & WARRANTIES

4.1 Claimant is duly organized, validly existing, and in good standing under the laws of its formation and, if required, is properly licensed to perform the Labor or Materials in Mississippi.

4.2 The Claim Amount is a true and correct statement of all sums presently due, less all just credits and offsets.

4.3 Claimant has not previously waived or released its rights under Mississippi Lien Law with respect to the Claim Amount.

4.4 This Stop-Notice has been executed by an authorized representative of Claimant and constitutes a legal, valid, and binding obligation of Claimant.

4.5 The Labor or Materials were furnished in accordance with the applicable contract documents for the Project.

Survival. All representations and warranties survive the payment or bonding of the Claim Amount until Claimant has executed a Release and received good funds.

5. COVENANTS & RESTRICTIONS

5.1 Cooperation. Claimant shall, upon reasonable request, provide Owner with supporting documentation (e.g., invoices, delivery tickets, sworn statements) substantiating the Claim Amount.

5.2 Release Obligation. Within [10] business days after receipt of (a) payment in immediately available funds of the Claim Amount in full, or (b) a Bond satisfying Section 7.2, Claimant shall deliver a duly executed Release to Owner and Prime Contractor.

5.3 No Additional Encumbrances. Claimant shall not file any further liens or notices regarding the Project once paid or bonded, except to enforce this Stop-Notice in a court of competent jurisdiction.

5.4 Notice of Address Change. Claimant shall give written notice of any change of address to all Parties within [5] business days of such change.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute an Event of Default:
a. Failure of Owner to withhold the Withheld Funds after proper service;
b. Failure of Prime Contractor or Surety to honor a Bond;
c. Failure of Claimant to timely release the Stop-Notice after satisfaction under Section 5.2.

6.2 Cure Periods.
• Owner/Prime Contractor/Surety: [5] business days after written notice from Claimant.
• Claimant: [5] business days after written notice from Owner or Prime Contractor.

6.3 Remedies. Upon an Event of Default and expiration of any applicable cure period, the non-defaulting Party may pursue any remedies available at law or in equity, including:
a. Injunctive relief to compel or prevent disbursement of funds;
b. Money damages equal to the Claim Amount plus statutory interest;
c. Recovery of reasonable attorneys’ fees, court costs, and expenses.

6.4 Cumulative Remedies. All remedies are cumulative and non-exclusive.

7. RISK ALLOCATION

7.1 Limitation of Liability. Owner’s liability under this Stop-Notice is limited to the lesser of (a) the Withheld Funds, or (b) any amount required to be withheld under Mississippi Lien Law.

7.2 Bonding-Around. Owner or Prime Contractor may discharge the Stop-Notice by posting a Bond issued by a surety licensed in Mississippi in at least [125%] of the Claim Amount, naming Claimant as obligee.

7.3 Indemnification. Claimant shall indemnify, defend, and hold Owner harmless from any loss, liability, or expense (including attorneys’ fees) arising from a materially false or fraudulent Stop-Notice.

7.4 Force Majeure. Delays or failures in performance by any Party caused by events beyond its reasonable control (e.g., natural disasters, governmental orders) shall not constitute a default, provided the affected Party gives written notice and resumes performance promptly.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Stop-Notice and any related dispute shall be governed by the laws of the State of Mississippi.

8.2 Forum Selection. The Parties consent to the exclusive jurisdiction of the state courts located in [COUNTY, MS] (the “Designated Court”).

8.3 Arbitration. Not applicable.

8.4 Injunctive Relief. Nothing herein limits the right of any Party to seek temporary, preliminary, or permanent injunctive relief (including payment stoppage) from the Designated Court to preserve the status quo pending resolution.

9. GENERAL PROVISIONS

9.1 Amendments. This Stop-Notice may be amended only by a written instrument executed by Claimant and acknowledged in writing by Owner.

9.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

9.3 Assignment. Claimant may not assign this Stop-Notice or any rights hereunder without the prior written consent of Owner, except to a surety or lender providing financing to Claimant.

9.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent.

9.5 Entire Agreement. This Stop-Notice (including its exhibits) constitutes the entire agreement among the Parties with respect to the subject matter hereof.

9.6 Counterparts; Electronic Signatures. This Stop-Notice may be executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Electronic signatures and notarizations are deemed original for all purposes permitted by Mississippi law.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, Claimant has executed this Stop-Notice as of the Effective Date.

Verification (Notary Jurat)

STATE OF [STATE]
COUNTY OF [COUNTY]

Before me, the undersigned authority, on this day personally appeared [AUTHORIZED SIGNATORY], who, being by me duly sworn, stated under oath that he/she is the duly authorized representative of Claimant, that he/she has read the foregoing Stop-Notice, and that the statements contained herein are true and correct to the best of his/her knowledge and belief.

_________________________________
Notary Public, State of ______________
My Commission Expires: ______________

EXHIBIT A – ITEMIZED STATEMENT OF LABOR OR MATERIALS

(Attach invoices, delivery tickets, or other substantiating documents.)

EXHIBIT B – FORM OF RELEASE OF STOP NOTICE

Upon receipt of [PAYMENT AMOUNT] in immediately available funds, Claimant hereby unconditionally releases and discharges the Stop-Notice dated [DATE] served upon [OWNER] for the Project known as [PROJECT TITLE].