Letter from Buyer Demanding Adequate Assurances from Seller

Summary

This letter can be used by a buyer of goods seeking assurance from a seller that the seller will perform its contractual duties under the sales of goods agreement between the parties. The template includes practical guidance and drafting notes. The letter is drafted pursuant to Section 2-609 of the Uniform Commercial Code ("UCC"), which addresses the right to receive adequate assurance of performance, and can be used when a buyer is not confident that the seller will deliver the goods promised pursuant to the terms of their agreement. The demand letter must set forth the basis for buyer's insecurity, which must be reasonable and made in good faith given the specific facts and circumstances. This letter covers an agreement for the sale of goods (the UCC does not cover agreements that are predominantly for the provision of services). The Restatement (Second) of Contracts § 251, however, replicates Section 2-609 of the UCC and, additionally, many states have expanded the right to demand ...