Notice Requirement to Change Collection Date

Author: LegalEase Solutions

QUESTION PRESENTED

What sort of notice, if any, is required to change that date on which ANA deducts dues from members’ checking accounts?

SHORT ANSWER

Where an express agreement exists as to the date dues are collected, it appears that an express mutual agreement to alter the collection date is required.

RESEARCH FINDINGS

“Maryland adheres to the principle of the objective interpretation of contracts.” Clancy v. King, 405 Md. 541, 557, 954 A.2d 1092, 1101 (2008) (quoting Cochran v. Norkunas, 398 Md. 1, 16, 919 A.2d 700, 709 (2007)). “When the clear language of a contract is unambiguous, the court will give effect to its plain, ordinary, and usual meaning, taking into account the context in which it is used.” Sy-Lene of Washington, Inc. v. Starwood Urban Retail II, LLC, 376 Md. 157, 167, 829 A.2d 540, 546 (2003). Further, “[i]t is universally accepted that a manifestation of mutual assent is an essential prerequisite to the creation or formation of a contract.” Cochran v. Norkunas, 398 Md. 1, 14, 919 A.2d 700 (2007). Thus, if the original agreement between ANA and its members provides for notice, courts will give effect to that provision.

However, under “established principles of contract law . . . parties may change the terms of their contract by remaining silent [only] if, in light of a previous course of dealing, the offeree was obligated to notify the offeror that he is not willing to accept the revised terms. Mattingly v. Hughes Electronics Corp., 147 Md. App. 624, 637-38, 810 A.2d 498, 506-07 (2002) aff’d sub nom. DIRECTV, Inc. v. Mattingly, 376 Md. 302, 829 A.2d 626 (2003). See Int’l Bhd. of Teamsters v. Willis Corroon Corp., 369 Md. 724, 738 n. 3, 802 A.2d 1050 (2002)(citing Restatement (Second) of Contracts § 69 (1981)); Porter v. Gen. Boiler Casing Co., 284 Md. 402, 411-12, 396 A.2d 1090 (1979). “When that course of dealing includes an explicit agreement that the offeree’s continuation of a contractual relationship after receiving notice of the proposed change constitutes acceptance of the change, courts may enforce that agreement by finding that the offeree’s silence constituted either actual or constructive acceptance of the contract change.” Id.  See Willis Corroon, 369 Md. at 738 n. 3, 802 A.2d 1050.

“In order for the offeree’s silence to be an assent to the revised terms of the contract, however, the offeree must have had actual or constructive knowledge that there was a proposal to change the contract terms. Even without a specific provision governing the nature of the notice to be given, we have required that notice of the change in contract terms must at least make the offeree aware that there is a change.” Id.  See, e.g., Dominion Nat’l Bank v. Sundowner Joint Venture, 50 Md.App. 145, 167, 436 A.2d 501 (1981)(refusing to “stretch[ ] fiction” of constructive notice when there is no notice of “a most disadvantageous change in the contract that is in no way reflected or even hinted at in the new agreement”).

CONCLUSION

Although no law appears to be available that is directly on-point, the above appears to indicate that where the express agreement of the parties provides for the collection of dues on a specific date, that date cannot be altered or modified unilaterally.  Notice should be provided and express consent collected, although the type of notice and time required appear to be subject to the vague “reasonableness” standard.