Extract to table

Courts in New York consistently hold that the express provisions of a contract govern the parties' respective rights and obligations, and that where parties have negotiated specific procedures for the identification and cure of breaches, those procedures must be followed and will be enforced according to their terms

The terminating party must deliver a written notice "specifying with reasonable particularity the alleged breach

" The agreement does not specify whether a cure must be complete (i

whether the breaching party must achieve full compliance with the applicable contractual standard within the cure period) or whether a "substantial" or partial cure may suffice

This silence creates an interpretive question that must be resolved by reference to New York case law on contractual cure provisions

The breaching party must affirmatively show that it took steps sufficient to substantially remedy the identified deficiencies