What is a notice of non-compliance and when do lawyers send one on closing day?

A notice of non-compliance is a formal written notice one lawyer sends to the other confirming that the closing time set out in the Agreement of Purchase and Sale has passed without the other side fulfilling its obligations, while making clear the sending party was ready, willing, and able to complete. It is not itself a lawsuit, but a documented marker used to preserve legal position if the dispute continues.

Lawyers typically send one once it becomes clear a closing will not happen on time and informal attempts to resolve the delay, such as a phone call or a short cooperative extension, have not worked. It puts the other side on formal notice that time is now treated as being of importance, and can start the clock toward remedies like treating the contract as at an end, seeking damages, or, for a buyer, seeking specific performance. Because sending one can affect the tone and trajectory of a dispute, lawyers usually reserve it for situations where a delay looks like a genuine failure to perform rather than a fixable, cooperative hiccup.