A party's termination is ineffective where the contract provides for a notice-to-cure and notice is not given. There are limited circumstances where, despite being contractually required, notice is not necessary, such as where the other party expressly repudiates the contract or abandons performance. Notice is not required where the breach is impossible to cure, or so substantial that it undermines the entire contractual relationship such that it cannot be cured. This is based on the common law contract principle that a material breach that goes to the root of the matter or the essence of the contract constitutes grounds for rescission without opportunity to cure.
East Empire Constr. Inc. v. Borough Constr. Group LLC, NY Slip Op 05455 (1st Dep't October 12, 2021)
