When a contract “stalls” due to the default of one of the parties (non-payment, non-delivery, significant delay, refusal to finalize), often the first question is: How can I quickly obtain a clear legal solution without being locked into the contractual relationship?

The response, in many cases, is a notice to comply.

The notice to perform is a particularly effective tool for urging exact performance and, in default, for activating the mechanism of legal termination of the contract, in compliance with the prerequisites set forth inArticle 1454 of theCivil Code.

In questo articolo spieghiamo in modo pratico:

• qual è la norma di riferimento;

• quando conviene utilizzarla;

• What are the requirements, effects and consequences;

• Which errors render the warning ineffective;

• what does the Cassation no. 20614/2025, with recalls to online precedents.

  1) The reference standard: article 1454 of the Civil Code.

Article 1454 of the Civil Code stipulates that the performing party may give written notice to the other party to perform within a reasonable period of time, with the express statement that, if that period of time expires unsuccessfully, the contract will be deemed to have been terminated as of right.

Essential point: the deadline cannot be less than 15 days, except:

• Otherwise agreed upon between the parties;

• or if, due to the nature of the contract or according to custom, a shorter term is appropriate.

2) What the notice to comply is (really) for.

The notice to comply has two main functions:

1. Last formal intimation: puts the other party in a position to comply within a defined and documentable time limit.

2. Resolutive effect: If the term expires unnecessarily, it can be argued that the contract is terminated as of right (subject to possible assumptions and disputes).

It is widely used, for example, in:

• purchase and sale preliminaries (failure to enter into the final agreement, failure to settle the price, failure to produce essential documents);

• contracts (serious delays, failure to eliminate defects, unjustified suspension of work);

• supplies and services (non-delivery, non-conforming or essential services not performed).

3) Validity requirements: what an effective warning notice must contain

To be “a true warning under Article 1454 of the Civil Code” and not just a generic solicitation, the act must contain at least:

• Written form (preferably PEC or registered A/R, for proof of receipt).

• Clear indication of the contract and the unfulfilled obligation (what is missing, why is it relevant).

• Deadline for compliance:

  • normally ≥ 15 days;

  • shorter term only in typified hypotheses (agreement/nature/usages).

• Express warning: the wording should make it clear that failure to do so will result in the contract being deemed terminated as of right.

This warning is what distinguishes the notice to comply from the mere formal notice.

4) The lesson of Supreme Court 20614/2025: beware of the term (and exceptions)

La Cassation no. 20614/2025 reiterates a decisive operational principle: the time limit of less than 15 days is possible only if the conditions set forth in Article 1454(2) of the Civil Code are met, and the assessment of appropriateness (when invoked) is left to the trial court.

The official maxim is explicit: the abbreviated term is permissible only by derogatory provision or when it is congruous with the nature of the contract or custom, according to an assessment of fact that cannot be censured in the Supreme Court if properly motivated.

In the case examined, the termination application was based precisely on the notice: the Court found the notice unusable for termination effect because the time limit granted was less than the legal minimum, in the absence of suitable conditions to justify the waiver.

The pronouncement is in the wake of precedents referred to by the Supreme Court itself (including, for example, Cass. 8943/2020 and other historical decisions) on the derogability “within the limits” of the legal term.

5) Time limitation: the notice is a “recetive” act

Another practical aspect that is often underestimated: the notice to comply is a receptive act, that is, it takes effect when it reaches the sphere of the addressee’s knowledge.

With this in mind, case law has clarified that the date of sending does not count, but rather the date of receipt (or otherwise arrival at the addressee’s address).

Operational consequence: if the “minimum” deadline is not met in practice (because you miscalculated on receipt), you risk undermining the resolutive effectiveness of the warning.

6) Effects and consequences of the warning notice

(a) Termination as of right

If the deadline expires unnecessarily, Article 1454 of the Civil Code provides for the legal termination of the contract.

(b) Returns

As a rule, termination for non-performance produces restitutory effects between the parties (think of sums paid, delivery/return of goods, etc.), according to the civil law rules applicable to termination.

(c) Damage

This is without prejudice to the possibility of claiming damages resulting from the breach, within the limits of proof and foreseeability.

7) Notice to perform and “severity” of non-performance: art. 1455 Civil Code.

The warning does not automatically turn any violation into a cause for termination.

Article 1455 of theCivil Code requires that the breach must not be minor: in the event of a judicial challenge, it may be necessary to establish the seriousness of the breach even if the notice period has expired unsuccessfully.

8) Can the effects of the notice be waived after the deadline?

The issue is sensitive and practice calls for caution: in the presence of subsequent conduct (e.g., acceptance of late performance, continuation of the relationship, new agreements), profiles of waiver of the termination effect or, at least, inconsistency of conduct may emerge.

The Supreme Court has recently returned to the subject (e.g., “The Supreme Court of Cassation. ord. no. 15808/2025) indicating limits and conditions of operation of the waiver, with important practical repercussions in “after notice” management.

9) Typical mistakes that make the warning ineffective (and waste time)

Here are the most common mistakes:

• Deadline less than 15 days without real prerequisites for waiver (central theme in Cass. 20614/2025).

• Lack ofexpress warning of the termination effect.

• Challenging non-performance in a general way, without precisely identifying obligations and violations.

• Absence of certain proof of receipt (PEC/ mishandled A/R).

• Warnings used “mechanically” even when default is minimal (risk Article 1455 c.c.).

Conclusions

The performance notice is a very useful tool in the management of breach of contract, but it requires technical rigor: form, content, proof of receipt, and above all, proper handling of the deadline.

The Supreme Court 20614/2025 clearly confirms this: the reduction of the time limit below 15 days is an exception and must fall within the limits of Article 1454(2) of the Civil Code, according to a concrete assessment referred to the judge of merit.

If you are considering sending (or have received) a notice to comply, the proper design of the document is often critical to avoiding disputes and effectively protecting your rights.