Your biggest customer has owed you $40,000 across three invoices, each one chased by email and phone call. Or your supplier has missed two delivery dates and will not commit to a third. Or a tenant has stopped complying with a basic lease obligation and you are wondering how much longer you can wear it. At some point informal requests stop working and you need a formal step that gives the other side a clear choice: fix the problem, or face the consequences. That step is a notice to remedy breach.
A properly drafted and served notice does three things. It tells the other party exactly what you say they have done wrong and what they need to do to fix it. It sets a deadline, and it warns what you will do if the deadline passes. If the other side remedies the breach, the contract keeps running. If they do not, and the notice is compliant, you have preserved your right to terminate the contract or claim damages. One assumption is worth correcting up front: sending a notice does not end the contract, and it does not by itself give you the right to end it. The notice only works as well as the clause it is built on, so the process starts with reading your contract, not with a template.
Before you send anything
Collect these things first. Each one is a prerequisite, and each one quietly trips businesses up:
- The signed contract, with every amendment, schedule and statement of work: The version in your inbox is frequently not the current one. A notice that cites a clause that was amended out, or a deadline that was varied, is an easy target for the other side and an avoidable embarrassment.
- The clause you say has been breached: You need to be able to point to the specific obligation and say how the other party fell short of it. If you cannot, the notice will read as a grievance rather than a contract step.
- Evidence of the breach: Dates, unpaid invoices, delivery records, inspection reports and correspondence showing what was promised and what happened instead. You will need this to draft the notice accurately and to prove the breach later if the dispute runs.
- The correct legal names of both parties and the contract's nominated notice address: Sending to a director's personal email, or to a PO box when the contract requires registered post, can mean the notice is never "given" and the cure period never starts.
- Someone authorised to sign: The notice should be signed by a director or officer with authority to bind the company, not a sales manager chasing an account. For a company, the signature is part of what makes the notice effective.
- A realistic view of whether you can terminate at all: Under Australian contract law you can terminate only for a breach of an essential term or a breach sufficiently serious to deprive you of substantially the whole benefit of the contract, as the High Court confirmed in Koompahtoo Local Aboriginal Land Council v Sanpine Pty Ltd ([2007] HCA 61). If your contract has its own termination clause for specified breaches, that right operates alongside the general law. Confirm which one you are relying on before you threaten termination.
The process, step by step
Once the groundwork is done, the process follows the machinery in your contract. Work through these steps in order, because each one feeds the next.
Read the notice, default and termination clauses
The contract usually contains everything the notice must satisfy, and it is the first place to look. Find the clauses dealing with breach, default, termination and notices, and note what they require:
- Content: what the notice must say, and any wording the contract prescribes.
- Cure period: how long the other party gets to fix the breach, whether a fixed number of days or a "reasonable time".
- Delivery method: the permitted ways to serve the notice, such as email to a nominated address, hand delivery or registered post.
- Preconditions: steps that must happen first, such as good faith discussions or a dispute resolution process, before a notice can be issued.
If the deal runs across several documents, such as a master services agreement and statements of work, check which document governs notices and whether the termination right lives in one place while the notice rules live in another.
Identify the breach and the genuine fix
Describe the breach in facts, not adjectives. What was supposed to happen, when, and what happened instead? Refer to the specific obligation and explain the gap between the two. The remedy you ask for should be the genuine fix, not a shopping list: pay the outstanding amount, deliver the missing goods, rectify the defects to the agreed standard, provide the overdue reports. If you ask for more than the contract entitles you to, the notice loses credibility and the other side has an easy reason to dispute it.
Settle the timeframe and the consequences
If the contract specifies a cure period, use it exactly. If it is silent, the law requires a reasonable time, and what is reasonable depends on the nature of the breach and how long a genuine fix takes. A few days may be reasonable to pay an invoice; several weeks may be needed to rectify defective building work or replace faulty equipment. If the period you give is unrealistically short, a court may later find the termination invalid because the other party was never given a fair chance to remedy.
The consequences section should list only the steps your contract and the law actually give you. If you are going to terminate, the right must exist at that point, either because the breach is essential or sufficiently serious, or because the contract's termination clause says it does. If you threaten termination you are not entitled to, you may be the one found to have repudiated the contract.
Draft the notice
Keep the notice short, factual and professional. It should be a document a stranger could read and understand, because it may later be read by a court or tribunal. It needs these elements:
- Parties and contract: both legal names, ABNs where relevant, the contract's title and date, and the clause numbers relied on.
- The breach: what happened or did not happen, when, and why that falls short of the obligation.
- The remedy: exactly what must be done to fix the breach.
- The deadline: a clear date or a stated number of business days from receipt.
- The consequences: the steps you may take if the breach is not remedied by the deadline.
- Signature and date: signed by the authorised person.
A simplified example, with the details tailored to your contract, might look like this:
Notice to remedy breach
To: Meridian Supplies Pty Ltd (ABN 22 333 444 555)
Re: Supply Agreement dated 3 March 2025 (Agreement)
We refer to clause 6.1 of the Agreement, which requires delivery of the quarterly inventory report by the 20th day of the month following each quarter. The report for the March quarter, due 20 April 2025, has not been received.
Please provide the March quarter inventory report within 10 business days of receipt of this notice. If the breach is not remedied within that time, we may exercise our rights under the Agreement, including suspending further orders and terminating the Agreement.
Serve it exactly as the contract requires
The best-drafted notice fails if it is served the wrong way. Follow the notice clause on method and address, and keep proof of service:
- Send to the nominated address or email address, and use hand delivery or registered post if the contract requires it.
- Retain proof of delivery: email delivery receipts, courier tracking, or a signed acknowledgement.
- Note any deemed service rules in the contract, such as a notice being taken as received the next business day after sending. That rule determines when the cure period starts, so it matters.
Manage the deadline and its three outcomes
When the cure period expires, one of three things has happened:
- The breach is remedied: Confirm the fix in writing, thank the other party, and continue under the contract. The notice has done its job.
- The remedy is disputed or only partial: Compare what was done against what the notice required, review your evidence, and escalate under any dispute resolution clause in the contract before taking further steps.
- The breach is not remedied: Check your next-step rights. If you are entitled to terminate, terminate in writing and be clear about the date. If not, consider damages, suspension of performance or debt recovery instead, and get the contract checked before you act.
Where the process comes unstuck
Most failed notices come unstuck for one of four reasons:
- Serving to the wrong address or by the wrong method: The notice is never "given", the cure period never starts, and every step after it is built on sand. Check the notice clause twice.
- Describing the breach vaguely: If the recipient cannot tell exactly what they did wrong or what fixes it, the notice can be challenged as non-compliant, and the dispute drags on.
- Setting an unrealistic cure period: A deadline that is too short to fix the problem can make a later termination invalid, because the other party was denied a reasonable opportunity to remedy.
- Threatening termination you cannot deliver: If the breach is not essential or sufficiently serious, and the contract gives no termination right for it, the threat is empty and can expose you to a claim that you repudiated the contract.
Leases: when the statute adds its own requirements
For leases, the contract is not the only source of the rules. In New South Wales, s 129 of the Conveyancing Act 1919 (NSW) restricts forfeiture: a lessor cannot enforce a right of re-entry for a breach of a lease covenant unless it first serves a notice specifying the particular breach and, if the breach is capable of remedy, requiring the lessee to remedy it within a reasonable time. The lessee then has that reasonable time to fix the breach before the lessor can act. The section also sets out the form the notice should take.
Two qualifications are worth knowing. First, s 129 does not apply to forfeiture for non-payment of rent, which is governed by the lease terms and any rent-specific rules, so a rent arrears notice follows a different path from a notice about other breaches. Second, NSW retail leases sit under the Retail Leases Act 1994 (NSW), and equivalent property legislation in other states imposes its own notice and timeframe requirements. The exact content and timing vary by state and lease type, so for any lease the notice must line up with both the lease and the applicable Act. Do not assume one form of notice and one timeframe works everywhere.
When a lawyer should step in
A legal practitioner can do more than review the finished document, and there are several points in this process where advice pays for itself. A lawyer will read the notice, default and termination clauses across the full contract history and confirm which version governs. They will assess whether the right to terminate actually exists, applying the essential term and sufficiently serious breach tests, and what damages or other remedies are realistically available. They will draft or settle the notice so it meets the contract's requirements, check the lease and any statutory overlay, and advise on service and deemed service so the cure period starts when you need it to. If the other side disputes the breach or the remedy, a lawyer can respond to that dispute, and if the relationship is ending they can negotiate and prepare a deed of termination or a deed of release and settlement so the exit is documented cleanly.
The cure period is the part that gets tested
The single factor that most often decides whether the notice does its job is the cure period: whether the time you gave was what the contract or statute required, or a genuinely reasonable time, and whether the consequences you threatened were rights you actually held. Courts and tribunals test exactly that when a termination is challenged, and a notice that fails the test does not merely fail to terminate the contract. It can turn you into the party in breach, exposed to damages for wrongful termination. So before you send anything, be able to answer two questions: why this timeframe, and why this consequence. If you cannot answer both from the contract, the notice is not ready.
The essentials of the process are simple. Read the contract first, including the notice, default and termination clauses, and confirm the right to terminate exists before you threaten it. Draft the notice around facts, a specific remedy and a defensible deadline. Serve it exactly as the contract requires and keep proof of delivery. Remember that leases add statutory requirements, particularly in NSW, and get a lawyer to sense-check the notice when the contract is unclear or the stakes are high.