Tender Letter

---
name: tender-letter
description: Drafts formal legal tender letters serving as official notice of payment or performance of contractual obligations. Grounds the letter in contracts, invoices, and correspondence to protect the sender's legal position. Use when drafting tender of payment letters, tender of performance notices, or formal fulfillment communications in litigation or pre-litigation contexts.
---

# 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