Formal Tender Letter

Drafts a litigation-grade tender letter that serves as official notice of payment or performance, creating a protective legal record while demonstrating good faith.

Prerequisites

Gather before drafting:

Governing contract — execution date, parties, contract number, payment/performance provisions
Financial docs — invoices, payment schedules, purchase orders, amounts, terms
Correspondence history — demands, default notices, cure notifications, resolution attempts (chronological)
Tender logistics — wire instructions, bank details, delivery addresses, account numbers
Party identification — full legal names, capacities, authorized representatives, contact info

Quick Start

Follow this section order: Header → Tender Statement → Factual Context → Legal Foundation → Consequences → Reservation of Rights → Acceptance Instructions → Signature.

Drafting Workflow

1. Header & Party Identification

Sender and recipient: full legal name, capacity, address, email, phone
Agreement reference: contract number, execution date, parties, specific obligation

2. Formal Tender Statement

[ ] State this constitutes a formal legal tender under applicable law
[ ] Specify exact amount, currency, and obligation satisfied
[ ] Reference invoice numbers, payment schedules, or milestones from source docs
[ ] Detail tender method (wire transfer, certified bank draft, cashier's check)
[ ] Confirm unconditional readiness to perform per agreement terms
[ ] Include without-prejudice language preserving all rights, defenses, and remedies

3. Factual & Chronological Context

Narrate obligation history with specific dates and document citations:

Inception of obligation
Prior demands and correspondence (quote relevant passages)
Default/breach notices and cure periods
Resolution/negotiation attempts
Sender's compliance efforts
Recipient failures or delays

4. Legal Foundation

[ ] Cite specific contract provisions by section number
[ ] Quote pertinent contractual language
[ ] Reference applicable statutes or common law principles
[ ] Assert tender constitutes complete, timely, and lawful fulfillment
[ ] State acceptance discharges sender's liability in full

5. Consequences of Refusal

Notify recipient that wrongful rejection may trigger:

Interest cessation — stops accruing from tender date
Cost shifting — costs and attorney's fees shift to recipient
Loss of remedies — recipient forfeits non-performance remedies
Damages liability — liability for wrongful rejection damages
Breach defense — establishes sender's defense to breach/default claims

6. Reservation of Rights

Reserve all rights, remedies, claims, and defenses including:

Declaratory relief confirming tender sufficiency
Damages for breach
Reimbursement of costs
Any other relief at law or in equity

7. Acceptance Instructions

[ ] Specify how, where, and when payment/performance will be delivered
[ ] Provide bank account details, delivery address, or transfer logistics
[ ] Set acknowledgment deadline: 7–14 business days from letter date
[ ] Request written confirmation of acceptance

8. Signature Block

Include full legal name, title/capacity, entity name (if applicable), and execution date. Consider notarization or witness signatures based on amount at stake.

Pitfalls

Vague amounts — always use exact figures with currency; never approximate financial terms
Admission of liability — do not include language construable as admitting liability beyond the specific obligation tendered
Missing without-prejudice language — omitting this forfeits rights preservation
Weak evidentiary grounding — every factual assertion must cite a specific document, date, or contract section
Adversarial tone — maintain professional good faith; the letter must advance both settlement likelihood and litigation readiness
Jurisdiction — default to U.S. law; flag state-specific tender statutes (e.g., UCC § 2-511 for goods) where relevant