Legal documentation and contracts are often riddled with Legal buzzwords and Latin phrases which can confuse the average lay person. One such Latin phrase/clause is the Domicilium citandi et executandi Clause (hereinafter the “Clause”).
The Clause, simply explained, is one that dictates the process and mode by which parties to an agreement are to give notice/s to the other party/parties (more particularly notices relating to breaches or disputes thereunder).
The Clause provides certainty to a notifying party that his notice once served will be effective and binding on the other Party. This in turn avoids unnecessary disputes or wrangles over whether or not a notice has been received by and/or served on the other party. For example, where the Clause provides for service of notice by post, it will also normally provide that such notice is deemed to have been delivered several days after the date of the actual posting of the said notice. This means that where the notifying party can prove posting of a notice to the address prescribed in the Clause, then the other party will be deemed to have received such notice irrespective of whether or not it has in fact received same.
The Clause, simply explained, is one that dictates the process and mode by which parties to an agreement are to give notice/s to the other party/parties (more particularly notices relating to breaches or disputes thereunder).
The Clause will provide certainty to a notifying party that his notice once served will be effective and binding on the other Party. This in turn avoids unnecessary disputes or wrangles over whether or not a notice has been received by and/or served on the other party. For example, where the Clause provides for service of notice by post, it will also normally provide that such notice is deemed to have been delivered several days after the date of the actual posting of the said notice.
This means that where the notifying party can prove posting of a notice to the address prescribed in the Clause, then the other party will be deemed to have received such notice irrespective of whether or not it has in fact received same.
A well drafted Clause should be as flexible as possible with respect to the number of delivery options available to a party and in this regard should provide a number of different delivery modes. It is also advisable when drafting a Clause to make sure that the address set out therein for service is accurate and appropriate.
The Corporate Commercial Department at Akheel Jinabhai and Associates (in association with Mckee Commercial Law) possesses over 55 years of experience and can assist in the drafting and/or review of your legal contracts.