What is it?
Received is a temporal trigger clause that governs when contractual obligations begin or when rights are activated. It determines the precise moment when risk of loss shifts and performance deadlines commence.
received
UCC / CommercialLegal glossary term
Quick answer
Received usually means when goods or documents are actually taken into possession. In contracts, it matters because it triggers payment deadlines and warranty periods. Before signing, confirm whether physical delivery or notification controls.
Definitions
What is received?
Legal Definition
Received marks the precise moment when goods, documents, or funds come into the recipient's actual possession or control. This creates critical timing that triggers obligations like payment deadlines and warranty periods. The key distinction practitioners care about is whether 'received' means physical delivery or mere notification of dispatch.
Plain-English Translation
Think of received like getting a permission slip from your teacher. You don't just need to know about it—you actually have to have it in your hand to show your parents.
Contract relevance
Why received matters in contracts
Ignoring the precise definition of 'received' can void contractual timing provisions, causing missed deadlines and default judgments. The party who bears the risk is typically the one who fails to specify whether constructive receipt or physical delivery controls.
Document context
Where received appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| Sales Contract | Delivery Clause | Determines when risk of loss passes |
| Service Agreement | Performance Timeline | Triggers payment obligations |
| Lease Agreement | Notice Provisions | Affects tenant's response time |
| UCC § 2-503 | Risk of Loss | Governs when buyer assumes risk |
| Regulatory Filings | Filing Deadlines | Determines compliance timing |
| Evidence Rules | Proof of Service | Establishes jurisdictional deadlines |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| Goods shall be deemed received upon delivery to warehouse | When items arrive at the storage location | Check if warehouse is specified in contract |
| Received within 3 business days | Within 3 days after delivery | Verify if business days include holidays |
| Documents received via email | When email is opened by recipient | Determine if email receipt is sufficient or requires confirmation |
Red flags
Red flags to watch for
Wording examples
Clearer wording examples
Vague wording
Items received upon delivery
Clearer wording
Items received when physically delivered to the specified address
Vague wording
Received within 5 days
Clearer wording
Received within 5 calendar days of delivery to the warehouse
Vague wording
Deemed received upon notice
Clearer wording
Deemed received when written notice is delivered to the company's registered agent
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Confirm whether physical delivery or notification controls receipt
2
Determine if weekends/holidays are included in timeframes
3
Specify exact location for receipt of goods
4
Establish inspection period after receipt
5
Define how receipt is confirmed (signature, email, etc.)
6
Check if receipt triggers payment or other obligations
7
Verify if there are different receipt requirements for different items
8
Determine who bears risk during transit to receipt location
Party impact
How received affects each party
| Party | What this party should check |
|---|---|
| Buyer | Verify that receipt triggers inspection period, not immediate obligation |
| Seller | Confirm that receipt occurs before payment is due |
| Landlord | Ensure notice receipt starts clock for tenant response |
| Tenant | Check if receipt of notice requires physical delivery |
| Service Provider | Confirm when receipt triggers payment obligations |
| Borrower | Verify that loan documents receipt creates repayment obligations |
Comparison
received vs similar terms
| Related term | Plain meaning | Main difference from received |
|---|---|---|
| Delivered | Items transferred to physical possession | May occur without formal receipt process |
| Dispatch | When items are sent by carrier | Occurs before receipt, not after |
| Served | Official delivery of legal documents | Often requires specific proof methods |
| Acknowledged | Formal confirmation of receipt | Goes beyond simple receipt to acceptance |
| Accepted | Items formally approved | Follows receipt and inspection period |
Missing or vague
If received is missing or vague
If the term 'received' is undefined or vague in a contract, disputes may arise over when payment obligations begin or when performance is due.
This creates uncertainty about risk of loss and who bears responsibility for damaged goods during transit.
Courts often interpret 'received' as physical delivery unless the contract specifies otherwise, which may not align with parties' expectations.
In litigation, the lack of clear definition can lead to evidentiary battles over when items were actually delivered or received.
Commercial relationships suffer when parties disagree on fundamental timing issues triggered by receipt.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | Whether 'received' is specifically defined and if it includes constructive receipt |
| Delivery | Location, method, and timing requirements for receipt |
| Payment | How receipt triggers payment obligations and deadlines |
| Inspection | Whether receipt triggers inspection period and procedures |
| Warranties | When receipt begins the clock for warranty claims |
| Termination | How receipt affects notice requirements for termination |
| Limitation of Liability | Whether receipt affects liability caps |
| Governing Law | Which jurisdiction's receipt rules apply |
Visual model
Understand received fast
An explainer image has not been generated for this term yet.
01
Manufacturer | Ships goods to distributor | Distributor has 15 days to inspect after received date
02
Service provider | Delivers completed report | Client's payment obligation begins 30 days after received
03
Landlord | Delivers eviction notice | Tenant has 5 days to respond after received date
Document context
How received shows up in legal documents
Why does it matter?
Ignoring the precise definition of 'received' can void contractual timing provisions, causing missed deadlines and default judgments. The party who bears the risk is typically the one who fails to specify whether constructive receipt or physical delivery controls.
When does it matter?
Received triggers when goods are delivered to the specified location or when documents are physically delivered to the recipient's address. Within 3 days of delivery, the recipient must notify the sender of any discrepancies.
Where is it usually seen?
Received appears in standard Article 2 UCC sales contracts, delivery provisions, and notice clauses. It is a critical term in litigation concerning breach of contract and in regulatory filings where timing is jurisdictional.
Who is affected?
For buyers, 'received' determines when risk of loss passes and payment becomes due. For sellers, it triggers the right to payment and begins the clock for performance warranties.
How does it work?
First, the sender delivers the goods or documents to the specified location or address. Then, the recipient must take actual possession or acknowledge receipt. Within a contractually specified period, the recipient must inspect the items and notify the sender of any non-conformities.
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Wikipedia
Received
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Where received connects to real contract work
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Source & disclosure
This page is an AI-assisted plain-English explanation based on LexPredict Legal Dictionary context and contract-review patterns. It is not legal advice. Meaning may vary by jurisdiction, industry, and exact clause wording.
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