Massachusetts notice of contract, direct contract
Massachusetts prints two notices of contract and gives them to different people. This is the one for a person who entered into a written contract with the owner of an interest in the property, or with somebody acting for the owner or with the owner's consent. If you signed with a general contractor or with a subcontractor instead, section 4 has a different form and a longer one, and there is a separate page here for it. What makes this version worth knowing about is when you are allowed to record it. Section 2 says at any time after execution of the written contract, whether or not the work under it has been performed. The signature is enough. You do not have to wait for a first day on site, and on a job where the owner's money looks thin that is the whole advantage.
Such person may file or record the notice of contract at any time after execution of the written contract whether or not the date for performance stated in such written contract has passed and whether or not the work under such written contract has been performed, but not later than the earliest of: sixty days after filing or recording of the notice of substantial completion under section two A; or ninety days after filing or recording of the notice of termination under section two B; or ninety days after such person or any person by, through or under him last performed or furnished labor or materials or both labor and materials. Read the word earliest before you rely on the ninety days. A notice of substantial completion recorded by the owner cuts your window to sixty days from that recording, and it can be recorded while you are still finishing punch list work.
Read the law: M.G.L. c. 254, s. 2, this notice of contractcodes.findlaw.com, M.G.L. c. 254, s. 2, the key copy the form was checked againstlaw.onecle.com, M.G.L. c. 254, s. 4, the notice of contract for everybody below the owner's contractlaw.onecle.com, M.G.L. c. 254, s. 8, the statement of account that keeps the lien alivelaw.onecle.com, M.G.L. c. 254, s. 11, the ninety days to sue and the inaccuracy rulelaw.onecle.com and M.G.L. c. 254, s. 5, the attested copy of the complaintlaw.onecle.com
Fill it in online Type your details in and download it already filled in.Download a blank Massachusetts notice of contract, direct contract
The form is the one M.G.L. c. 254, s. 2 prints. It is recorded, not posted: take it to the registry of deeds for the county or registry district where the land lies. You may record it as soon as the written contract is signed, before a single day of work has been done.
Free, no signup, no email, no watermark.
Who this form is for, and who has to use the other one
Section 2 opens on a person entering into a written contract with the owner of any interest in real property, or with any person acting for, on behalf of, or with the consent of such owner. That is the whole test. A general contractor is the obvious case, but nothing in the sentence limits it to one: a roofer hired straight off the owner's kitchen table, a supplier selling material to the owner direct, a hire firm renting equipment to the owner, all sign with the owner and all file here.
The contract has to be written. Massachusetts does not give this lien to a handshake, and a pile of invoices against verbal instructions is not a written contract. That is the most common reason a Massachusetts lien fails before anybody gets near a deadline.
The words acting for, on behalf of, or with the consent of such owner are doing real work. An owner's construction manager, a development company signing for the trust that holds the title, a spouse acting for the record owner: contracts signed with any of them are inside section 2, and you do not lose the lien because the name on the deed is not the name on your contract.
If you signed with a contractor or with a subcontractor rather than with the owner, this is not your form. Section 4 prints a different notice of contract, it asks for a five line account of your contract, and it caps what you can recover against what the owner still owed above you. Use the section 4 page instead.
What the lien attaches to, and why the recording date decides it
The lien is on such real property, land, building, structure or improvement owned by the party with whom or on behalf of whom the contract was entered into, as appears of record on the date when notice of said contract is filed or recorded. Two things are packed into that.
The first is whose interest you get. It is the interest of the party you contracted with, not automatically the freehold. If your customer is a tenant fitting out a leased unit, the lien reaches the tenant's interest in the property. That can still be worth having, and it is not the same thing as a lien on the landlord's building.
The second is the date. What is reachable is measured by what appears of record on the day the notice is filed or recorded, which is one more reason the statute lets you record at signature. A transfer, a mortgage or a declaration of trust recorded ahead of you changes the record your lien is measured against.
The lien secures the payment of all labor, including construction management and general contractor services, and material or rental equipment, appliances, or tools furnished by virtue of the contract. Management and general contracting services are named in the statute, so the fee for running the job is lienable on this section in a way nobody has to argue about.
What goes on the form
Four answers, and that is the entire document. The date of the written contract. The owner, who on this form is the party you signed with. Your own business name, because on this form the contractor and the filer are the same company. Then the description of the property.
The statute prints the description prompt in capitals, INSERT DESCRIPTION, and the sheet below keeps them. What the register wants there is enough to identify the land: the street address, the town, the county, and the book and page of the deed if you have it. A registry copy of the deed costs a few dollars and it removes the argument.
There is no account of the contract on this form and no contract price. Section 4 asks a subcontractor for five lines of figures because the owner has no way of knowing what is owed down the chain. Here the owner is the other party to the contract and already holds every number, so the statute does not ask for them again.
Section 2 prescribes no signature and no notarial block, so the sheet below draws neither. Registries have their own requirements for the documents they will accept, so ring the registry the land sits in before you drive over.
Recording this is one step, and the lien needs three more
Section 8 is the one that catches people. Liens under sections two and four are dissolved unless a statement of account is filed or recorded at the same registry, not later than the earliest of ninety days after a section 2A notice of substantial completion, one hundred and twenty days after a section 2B notice of termination, or one hundred and twenty days after the last day work was performed or material furnished. The statement has to give a just and true account of the amount due or to become due, with all just credits, a brief description of the property, and the names of the owners set forth in the notice of contract.
Then section 11. The lien is dissolved unless a civil action to enforce it is commenced within ninety days after the filing of the statement required by section eight. Ninety days from the statement, not from this notice and not from the last day on site.
Then section 5. An attested copy of the complaint, with a description of the property and a statement of the amount due, has to be filed and recorded at the registry within thirty days of commencing the action, or the lien is dissolved as well.
Four filings, three of them on clocks that run from different events. A Massachusetts construction attorney is the right person to hold that calendar on a job of any size, and this page is not a substitute for one.
Where the words came from
The form is sliced out of the text of M.G.L. c. 254, s. 2 as published at codes.findlaw.com, current as of 1 January 2025. Nothing is retyped and nothing is paraphrased: the blanks you fill in are the blanks the statute prints.
It is keyed against the same section at law.onecle.com, which is a separate edition. All sixty three words of the form appear in both, in the same order. onecle publishes the form with its blanks stripped out, which is why findlaw is the source and onecle is only the check.
One difference between the editions had to be dealt with. findlaw drops the line break after the description prompt and runs the next sentence onto it, printing the deadline sentence as though it were part of the form. onecle puts the two on separate lines. That sentence was cut back off, so what you download is the form and only the form. The capture script is tools/ma2cap.py and it stops loudly rather than quietly if findlaw ever repairs its own markup.
Questions people ask
Do I really need a written contract?
Yes. Section 2 gives the lien to a person entering into a written contract with the owner, and the word written is in the statute. An oral agreement backed by invoices is not enough for this section.
Can I record it before I have done any work?
Yes, and this is the unusual part of section 2. It says the notice may be filed or recorded at any time after execution of the written contract whether or not the date for performance stated in such written contract has passed and whether or not the work under such written contract has been performed.
What is the last day I can record it?
The earliest of three dates: sixty days after a notice of substantial completion is filed or recorded under section 2A, ninety days after a notice of termination is filed or recorded under section 2B, or ninety days after you or anyone claiming by, through or under you last performed or furnished labor or materials. Earliest, not latest.
I signed with the owner's construction manager, not the owner. Am I still on this section?
Section 2 covers a written contract with the owner of any interest in real property, or with any person acting for, on behalf of, or with the consent of such owner. A manager or an agent signing for the owner is inside that wording.
Is my lien capped the way a subcontractor's is?
Section 2 prints no such cap. The sentence limiting a lien to the amount due or to become due under the original contract is in section 4, and it is there because a subcontractor's lien reaches through somebody else's contract. Here there is nobody in between: your contract is with the owner.
Can I lien for my own management fee?
Section 2 secures the payment of all labor, including construction management and general contractor services. Those services are named in the statute rather than left to argument.
I sold materials straight to the owner. Is this my form?
Yes. The section covers a written contract with the owner for furnishing material or rental equipment, appliances, or tools, as well as for the work itself.
My customer is a tenant, not the owner of the building.
The lien is on the property owned by the party you contracted with, as it appears of record on the date the notice is filed or recorded. Against a tenant that is the tenant's interest in the property, which is a real thing to lien and is not the same as a lien on the freehold.
Does the form need signing or notarising?
Section 2 prescribes neither, which is why the sheet below carries no signature line and no notarial block. The registry that records it may have its own requirements, so call the registry for the county or registry district the land lies in before you go.
What if I get the property description slightly wrong?
Section 11 says the validity of the lien is not affected by an inaccuracy in the description of the property, if the description is sufficient to identify it, or by an inaccuracy in stating the amount due, unless it is shown that the person filing the statement has wilfully and knowingly claimed more than is due him. An honest error survives. A deliberate one does not.
What do I file after this?
A statement of account under section 8 at the same registry, then a civil action within ninety days of that statement under section 11, then an attested copy of the complaint recorded within thirty days of starting the action under section 5. Recording this notice is the first of four steps, not the whole job.
Where do I record it?
The registry of deeds in the county or registry district where the land lies. Section 2 says so, and a notice recorded at the wrong registry is not recorded at all.
Once the job is running and you are getting paid on it, the paperwork that comes next is the waiver: see the Massachusetts statutory lien waiver forms, and conditional vs unconditional lien waiver for which of the two to sign.