Construction contracts typically contain detailed requirements regarding both the contents of documents which must be submitted during the course of a project, and when they must be submitted. It is often difficult to know when the content and the timing of these documents must strictly follow the letter of the contract, and when these requirements are more lax. All contracting parties should be aware, however, that when it comes to notices of termination, it is best to follow the terms of the contract carefully. If one does not, with certain narrow exceptions, the termination is likely to be found wrongful. The opinion in D. Owens Electric, Inc. v. J.W. Mays, Inc. 61 Misc.3d 1225(A) (Sup. Ct. Dutchess County 2018) is instructive on this point.
In D. Owens, J.W. Mays, Inc. (“Mays”) was the owner of the premises in question. Mays retained D. Owens Electric, Inc. (“Owens”) to perform certain demolition and roof work.
According to Mays’ contract with Owens, Mays was obligated to provide Owens with a written notice that it had failed to properly perform the work prior to a termination. In addition, pursuant to Mays’ contract with Owens, only the owner of Mays, or such other person designated in the Contract at the time of signing, was authorized to terminate the Contract by registered or certified mail.