Massachusetts notice of contract
This is the document that gives a Massachusetts subcontractor a lien. Not a warning that one might follow, not a courtesy to the owner: section 4 says that upon filing or recording a notice and giving actual notice to the owner of such filing, the subcontractor shall have a lien. Record it and you have one. Skip it and there is nothing to enforce later, however much you are owed. Two details on it catch people out, and they pull in opposite directions. The amount you write on the form does not cap your lien, because the statute says the lien attaches regardless of the amount stated in the notice of contract. But the date the owner hears about the filing does cap it, and that is the sentence worth reading twice.
Such lien shall not exceed the amount due or to become due under the original contract as of the date notice of the filing of the subcontract is given by the subcontractor to the owner. That is the closing sentence of the paragraph in section 4 that creates the lien, and it is measured against the owner's contract with the general contractor, not against yours. Every payment the owner makes to the general contractor before that date comes off the top of what you can reach. Recording late on a job that is nearly paid out can leave a valid lien secured against very little.
Read the law: M.G.L. c. 254, s. 4, the notice of contractcodes.findlaw.com, M.G.L. c. 254, s. 2, the general contractor's own noticelaw.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 suelaw.onecle.com, M.G.L. c. 254, s. 5, the attested copy of the complaintlaw.onecle.com and M.G.L. c. 254, s. 9, what the register recordslaw.onecle.com
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The form is the one M.G.L. c. 254, s. 4 prints. It is recorded, not posted: take it to the registry of deeds for the county or district where the land lies. Then give the owner actual notice that you have recorded it, because s. 4 makes the lien turn on both.
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Who can file one, and the gate most people miss
Section 4 opens with a list: whoever furnishes labor, including subcontractor construction management services, or who furnishes material, or both labor and material, or furnishes rental equipment, appliances or tools, or who performs professional services. Trades, suppliers, equipment hire, architects and engineers are all in.
Then comes the gate. All of that has to be under a written contract with a contractor, or with a subcontractor of such contractor. Massachusetts does not give this lien to a handshake. A job run on verbal instructions and a paper trail of invoices is not a written contract with a contractor, and section 4 has nothing to offer it.
Note also who this section is not for. A party who contracted directly with the owner files under section 2 instead, which has its own notice of contract with its own wording. Section 4 is the one for everybody below that line, which is most of the people who need a lien.
The form itself asks for two different contractors in two different places, and that is deliberate. The first pair of blanks names whoever hired you, which may be the general contractor or may be another subcontractor. The second pair names the contractor building the improvement and the owner of the land. On a straightforward subcontract those two answers are the same company. On a sub-subcontract they are not, and the second half of this page is about what that changes.
The deadline, which is the earliest of three dates
Section 4 says you may file or record 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 contract has been performed. So there is no waiting period. The day the contract is signed is early enough, and on the cap above it is also the best day.
The back stop is the earliest of three dates. Sixty days after the filing or recording of a notice of substantial completion under section 2A. Ninety days after the filing or recording of a notice of termination under section 2B. Ninety days after the last day a person entitled to enforce a lien under section 2, or anyone claiming by, through or under him, performed or furnished labor or materials or furnished rental equipment, appliances or tools, or performed professional services.
Read the third one carefully, because it is not about your last day. It counts from the last day of work by anybody claiming under the section 2 contract, which on most jobs means the general contractor's last day on site. Your own last day is usually earlier, so the third limb is usually kinder to you than it first looks.
The first two limbs are the ones that bite, because they are triggered by a document somebody else records and they can land while you are still on site. A notice of substantial completion recorded under section 2A starts a sixty day clock whether or not you noticed it. Anybody relying on the ninety day figure alone is relying on the limb that happens to be longest, and section 4 says earliest.
What goes on the form
The opening sentence is transcription: the date of your written contract, who you contracted with, your own name, the contractor building the improvement, the owner, and a description of the land. Then the statute prints the words (Insert description) and gives you nothing to write on, which is the statute's way of saying the description is yours to compose. A street address with the book and page of the owner's deed at that registry is the usual answer and it is what the sheet below shows.
Then the five line account: contract price, agreed change orders, pending change orders, disputed claims, payments received. Three of the five carry the note (indicate whether addition or subtraction) underneath, because a change order can go either way and the statute would rather you said which than leave the arithmetic to a reader.
The account is a statement of where the contract stands, not a demand. It is not the amount of your lien and the statute does not treat it as one, which is what the regardless of the amount stated sentence is there to settle. Filling it in honestly costs nothing and getting it wrong costs nothing either, so long as the error is honest: section 11 only cares about an inaccuracy in stating the amount due where it is shown that the person filing the statement has wilfully and knowingly claimed more than is due him.
There is one class of filer who does not have to itemise at all. Section 4 says a person or his assignee, agent, authorized representative or third party beneficiary to whom amounts are due for or on the basis of the labor of a person working under a written contract shall not be required to itemize the amount of the contract, the amount of pending changes, the amount of outstanding claims or the amount paid. That is the union fund and benefit fund branch, and for everybody else the five lines are expected.
The form has no signature line, no verification and no notarial block, and that is not an omission in the copy below. Section 4 prescribes none. Section 9 adds that the register keeps the notice, opens it to public inspection and records it in a book, but that the items of the account, except the total amount claimed due, may be omitted from the record.
The sub-subcontractor cap, and the notice that lifts it
If you contracted with a subcontractor rather than with the general contractor, a second cap lands on top of the first one. Section 4 says that where the person claiming a lien has no direct contractual relationship with the original contractor, the amount of the lien shall not exceed the amount due or to become due under the subcontract between the original contractor and the subcontractor whose work includes the work of the person claiming the lien, measured as of the date you file your notice of contract.
So the money you can reach is limited twice over: by what the owner still owes the general contractor, and by what the general contractor still owes the subcontractor above you. On a job where the subcontract above you has already been paid out, that second cap can be zero.
Section 4 gives one way out of it, and only one. The cap does not apply if you have, within thirty days of commencement of your performance, given written notice of identification by certified mail return receipt requested to the original contractor, in substantially the form the section prints. Thirty days from when you started work, not from when you signed and not from when the money went late.
The notice of identification is short: it names the original contractor, names you, names who you contracted with, says what you are furnishing, gives the street address and the town or city, and states the amount or estimated amount of the contract. Section 4 then adds two protections for it. The amount stated in any such notice of identification shall not limit the amount of the lien, and any inaccuracy in the naming of the contractor or other information in such notice shall not affect its validity provided there shall be actual notice.
There is one carve out from the cap that needs no notice at all. The subcontract ceiling does not apply to liens for labor by persons defined in section one of this chapter, which is the labor lien branch of the chapter.
Two more deadlines after this one, and they are not the same numbers
Recording the notice of contract starts the lien; it does not finish it. Section 8 dissolves liens under sections two and four unless a statement giving 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, is filed or recorded at the same registry.
The statement of account runs on its own three limb clock and every number in it is different from the one in section 4. Ninety days after the filing or recording of the notice of substantial completion under section 2A. One hundred and twenty days after the filing or recording of the notice of termination under section 2B. One hundred and twenty days after the last day a person entitled to enforce a lien under section two, or anyone claiming under him, performed or furnished labor or materials or rental equipment, appliances or tools. Earliest of the three again.
Then section 11. The lien shall be 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 the notice of contract and not from the last day of work.
And section 5 adds a fourth step that is easy to lose, because it falls after the action has already been started. An attested copy of the complaint, containing a brief description of the property sufficient to identify it and a statement of the amount due, has to be filed in the registry of deeds and recorded within thirty days of the commencement of the action, or such lien shall be dissolved.
Four filings, three of them with their own clock, and every one of them dissolves the lien if it is late. That is why the notice of contract is worth recording the week the contract is signed rather than the week the money stops.
Where the words came from
The build source is M.G.L. c. 254, s. 4 as published at codes.findlaw.com, current as of 1 January 2025. The key is the same section at law.onecle.com, which is a separate edition of the same chapter. All one hundred and fifty two words findlaw prints on the form are on onecle in the same order.
The two editions differ in exactly one place and it is not statute. onecle closes the form with a bracketed note recording which session law switched the second paragraph on, which is the code compiler telling a reader about the section's history rather than words the statute puts on the form. Nobody writes that on a recorded document.
What onecle does not carry is the blanks. It prints the form with the underscore runs and the dollar signs stripped, which is why findlaw is the source the sheet below is sliced from and onecle is only the witness. The reverse is true of the five line account: the statute sets it as a table, findlaw's page breaks that table into one cell per line, and onecle prints the rows intact, so the rows on the sheet below were reassembled from the onecle copy rather than guessed.
Both copies are parked in the repository beside each other so the comparison can be checked rather than taken on trust, and the reasoning is written out in full next to the code that slices them.
Questions people ask
Do I have to send the Massachusetts notice of contract to anyone?
You record it, and then you tell the owner. Section 4 gives the lien upon filing or recording a notice, as hereinbefore provided, and giving actual notice to the owner of such filing. So the registry of deeds for the county or district where the land lies is the first stop, and actual notice to the owner is the second. The statute does not prescribe how that notice reaches the owner, only that it does.
When is the deadline?
The earliest of three dates under section 4: 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 the last day anybody entitled to enforce a lien under section 2, or anyone claiming under them, worked on the project. There is no earliest date: you may record at any time after execution of the written contract, whether or not any work has been performed.
Does the amount I write on the form limit my lien?
No. Section 4 says the subcontractor shall have a lien to secure payment of all labor and material and rental equipment, appliances or tools or professional services which he is to furnish or has furnished, regardless of the amount stated in the notice of contract. What does limit it is the next sentence: the lien shall not exceed the amount due or to become due under the original contract as of the date the owner is given notice of the filing.
Can I file one without a written contract?
No. Section 4 gives this lien to a person furnishing labor, materials, rental equipment or professional services under a written contract with a contractor, or with a subcontractor of such contractor. The written contract is a condition of the section, not a formality.
What is the difference between section 2 and section 4?
Section 2 is for the party who contracted with the owner, or with someone acting for or with the consent of the owner, and it has its own notice of contract with its own wording. Section 4 is for everybody underneath: a subcontractor, a sub-subcontractor, a supplier or a design professional working under a written contract with a contractor or with a subcontractor. Filing the wrong one is not a clerical slip, because the two sections attach different liens.
I contracted with a subcontractor, not with the general contractor. Does that change anything?
Yes, and by a lot. Section 4 caps a lien claimed by someone with no direct contractual relationship with the original contractor at the amount due or to become due under the subcontract between the original contractor and the subcontractor whose work includes yours, measured as of the date you file. The way out is a notice of identification sent by certified mail return receipt requested to the original contractor within thirty days of commencement of your performance.
What is a notice of identification?
A short letter section 4 prints in full. It tells the original contractor that you have entered into a written contract with a named party to furnish labor, materials or rental equipment or to perform professional services at a named address, and states the amount or estimated amount of the contract. It has to go by certified mail return receipt requested within thirty days of commencement of your performance. Section 4 adds that the amount stated in it does not limit the lien, and that an inaccuracy in naming the contractor or in other information does not affect its validity provided there is actual notice.
What do I file after the notice of contract?
A statement of account under section 8, at the same registry, giving 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. Its deadline is 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 of work under the section 2 contract.
How long do I have to sue?
Ninety days after the filing of the statement required by section 8. That is section 11, and it dissolves the lien if the civil action is not commenced in time. Section 5 then requires an attested copy of the complaint, with a description of the property and a statement of the amount due, to be filed and recorded at the registry within thirty days of commencing the action, failing which the lien is also dissolved.
What happens if I get a number 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 for labor or material or professional services, unless it is shown that the person filing the statement has wilfully and knowingly claimed more than is due him. An honest error is survivable; a deliberate one is not.
Will the whole account end up on the public record?
Not necessarily. Section 9 says any notice or statement provided for in the chapter stays in the custody of the register and is open to public inspection, and that the register records it in a book kept for the purpose, but that the items of the account, except the total amount claimed due, may be omitted from the record.
Does the form need signing or notarising?
Section 4 prescribes neither, which is why the sheet below carries no signature line and no notarial block. The section prints the form and stops. Registries have their own recording requirements for the documents they accept, so it is worth a call to the registry the land sits in before you drive over, and a Massachusetts construction attorney is the right person to ask about a specific job.
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.