Draft a Notice for Specific Performance of Contract

Introduction

We often enter into various agreements, contracts and memorandum of understanding before
pursuing any business or service arrangement. An agreement defines and confines the role of the
either party to avoid any future legal course of action due to breach of the agreement. The party
to such an agreement incorporates the entire extent of the work to be performed by each party
along with the rights and liabilities arising out of the subject matter of arrangement. Most of the
Agreements also inculcate the mode of dispute resolution arose between the parties via
mediation, arbitration or any other mode as agreed upon between the parties.Yet there are
instances where one or the party violates or breaches the agreement.

Breach of contract is a legal cause of action and a type of civil wrong, in which a binding

agreement or bargained-for exchange is not honored by one or more of the parties to the contract
by non-performance or interference with the other party’s performance. Breach occurs when a
party to a contract fails to fulfill its obligation(s) as described in the contract, or communicates
an intent to fail the obligation or otherwise appears not to be able to perform its obligation under
the contract.

In India, all the contracts and agreements are governed by the Indian Contract Act, 1872. So,
when a contract or a clause of it is breached, a party can send a legal notice for it under the Civil
Procedure Code.
Agreements/Contracts can be breached by way of-

 When parties fails to perform their obligations under the contract either in full or in
part,
 When parties to the contract behaves in a manner which shows an intention not to
perform their obligations under contract in the future or
 the contract becomes impossible to perform as a result of the defaulting party’s own
act.
Types of Breach of Contract

 Minor Breach
 Material Breach
 Anticipatory Breach and
 Actual Breach
Minor Breach- It also referred to as partial breach, it is a breach of contract that is less severe
than a material breach and it gives the harmed party the right to sue for damages but does not
usually excuse him from further performance. For example- A and B entered into an agreement
with C to manufacture a car as per the design and interior suggested by A and B. One of the
terms of the agreements says that C will use bullet proof glass in making the car. C exactly made
the car as per the specifications and design suggested by A and B, but did not use the bullet proof
glass while making the Car. C has basically performed the contract with a minor accidental
breach of contract and therefore C is only liable towards the cost of damages which would be the
cost of replacement of bullet proof glasses with the normal one.

Material Breach-Any substantial breach in the terms of the contract can be said as a material
breach. The consequences of such breach are quite major and significant and the term of the
contract which has been breached is a condition to that contract. Essentially, a material breach
does two things. First, it gives rise to an immediate cause of action against the breaching party
and, second, it excuses the innocent party from performing.For example- A gives contract to B
for supply of a particular type of cloth with a condition that the cloth must be supplied to A by
01/06/2019, as on 04/06/2019 there is a fashion show in which the model will wear the dress
made up from that material and it will take 3 days to stitch that dress by A. B supplied the same
quality of cloth to A but on 02/06/2019 instead of 01/06/2019 as promised. In this case A can sue
b for the breach and furthermore A can deny making the payment for the delayed delivery of the
cloth.
Anticipatory Breach- when one party stops fulfilling his or her part of the deal, which makes
the other party believe the agreed upon details will remain incomplete. An anticipatory breach
gives the innocent party the option to immediately terminate the contract and sue for damages, or
wait for the time of performance: if the party required to perform does not perform when
required by the contract, the innocent party can terminate the contract. For example- A agrees to
B to supply certain goods on 01/04/2019, on 15/03/2019, A denies to supply the said goods to B
on 01/04/2019.  B may immediately consider the breach to have occurred and file a suit for
damages for the scheduled performance, even though A has until May 1 to perform. However, a
unique feature of anticipatory breach is that if an aggrieved party chooses not to accept a
repudiation occurring before the time set for performance, not only will the contract continue on
foot, but also there will be no right to damages unless and until an actual breach occurs.

Actual Breach- When either party fails to meet the obligations stated in the contract when the
performance is due is called as Actual breach of contract.This kind of breach occurs when the
guilty party breaches the contract’s essential conditions. For example- A agrees to B to supply
goods against the agreed sum of Rs. 10,000. A supplied the goods as and when demand raised by
B, but B refused to pay the amount as agreed in between.

Remedies for a Breach of Contract

 Claim for Damages- The payment of monetary or other types of damages is the most
common remedy for a contract breach. These can come in the form of compensatory,
punitive, nominal, or liquidated damages.
 Specific performance- If damages do not fully compensate for the loss or injury that
has occurred, the innocent party can request the court to award specific performance,
which requires the breaching party to perform his or her contractual duties
Contents of Legal Notice for Breach of Contract/Agreement

 Mention the name of all the parties to the contract

 Refer the agreement indicating the effective date on which the agreement was entered
 Explain in detail how the counter party breached the agreement indicating and quoting
the specific clause and condition which are breached
 Mention the consequences and remedies available as per the terms of contract
 The language of the Notice must clearly communicate the desired cause of action
along with the time by which the other party takes remedial action.
Format of Legal Notice for Breach of Contract–

LEGAL NOTICE

Date- __/__/____

To,

_________

__________

Subject- Breach of Contract

Dear Sir,

Under instruction and on behalf of my client Ms. A, Resident House No. 3/96, Gomti Nagar, I do
hereby serve you with the following notice:-

1. That my Client Ms. A entered into an agreement with you dated ____ (hereinafter the
Agreement)
1. That in terms of the said agreement you are required to _______________,
as per clause ___ of the contract.
2. That it has come in Notice to my client that   you have breached the
contract in the following manner-
1. _______________________
2. ___________________________
3. That the specific clause which are violated or breached significantly are
“________________________________________”
4. That you are further requested to refer the attached documents proving the
breach of the contract on your part.
5. That on behalf of my Client I demand that you rectify the breach
immediately and take the following steps on your part to make good the
breach done by you-
1. _______________________________
2. _______________________________
 Within 15 days of time period you are required to take above specific actions.

 That on failing to take the above stated steps, I will take appropriate legal action
against you seeking all remedial and punitive remedies that are available under the
applicable laws.
Name and Signature

Advocate
 NOTICE BY PURCHASER FOR SPECIFIC PERFORMANCE

OF AN AGREEMENT

Registered A.D

...................................

...................................

...................................

Date ...........................

TO,

................................

...............................

...............................

Dear Sir,

Re: Sale of House No. ........., situated at …………………………..

You had agreed to sell the house No. ................., situated at ..................

……………….................. to me vide an Agreement for sale dated .......................

executed between me of the ONE PART and you of the OTHER PART and as per

clause ............. of the said Agreement for sale, the Deed of Conveyance, is to be

completed within ...................... months from the date of said Agreement.

 2. I hereby give you notice that I the undersigned ...................... was and am still

ready and willing to complete the purchase, subject to your performing your part of the

said agreement and I require you to complete the same and if you fail to complete the

same within .................. days from the date hereof, I shall file a suit against you for

specific performance of the said agreement for sale with damages and costs.

Yours faithfully,

...................
 NOTICE BY VENDOR TO COMPLETE THE

PURCHASE OF IMMOVABLE PROPERTY

......................................

Advocate

......................................

......................................

Date ...............................

TO,

.............................

............................

.............................

Re: Sale of House No. ................, situated at …………………………………

Dear Sir,

Under instructions from my client Shri ....................... etc. residing

at ............................................................ I have to state as under:-

1. My client had entered into an agreement for sale dated ............... with you for sale of

house No. ............, situated at ………………...................... for a consideration of

Rs. ........... and in terms of clause.............. of the said Agreement, the said transaction is

to be completed within .......... months from the date of the said agreement.

2. My client was and is still willing and ready to execute a sale deed in your favour or in

favour of any person as you may direct in accordance with the terms of the said

agreement, but the same was not done for reasons of your own.

3. I hereby call upon you to have the deed of conveyance executed by my client against

payment of the balance of the consideration money on or before the ............ day

of ....................... in terms of the said agreement, failing which the said agreement will

stand cancelled and the earnest money paid by you will stand forfeited. However, this is

without prejudice to the rights of my client to recover all costs, damages, losses and

expenses incurred by him by reason of your default in performing the said agreement.

Yours faithfully,

...................