Definition
A demand is a claim, assertion of right, or formal call for something owed or alleged to be owed. It is one of the broadest terms of art in the common law, historically understood to encompass nearly every form of legal claim or obligation a party might assert against another.
Because the word carries multiple distinct legal meanings depending on context, researchers should treat it as a term of art that shifts meaning across practice areas:
1. General legal demand. A formal assertion that a right exists and that performance, payment, or action is required. A demand in this sense is the precondition to many legal remedies — a party must often demand what is owed before a cause of action accrues or before suit may be brought.
2. Demand as condition precedent. In contract law, tort law, and statutory contexts, a demand is frequently required before a party may pursue legal relief. Failure to make a proper demand can defeat the claim entirely. The demand requirement in derivative litigation (corporate law) is perhaps the most technically developed example of this usage.
3. Demand in commercial and negotiable instruments law. A demand instrument is one payable immediately upon the holder's request, without a fixed maturity date. A demand note, for instance, becomes due not at a set time but when payment is formally called for.
4. Demand as a pleading term. In older practice, and still in some procedural contexts, a demand referred to the specific relief sought — the demand for judgment or ad damnum clause in a complaint.
5. Demand in economics and commerce. In commercial transactions, "demand" carries the familiar market-force meaning (the quantity of goods buyers will purchase at a given price), which intersects with legal usage in antitrust, regulatory, and contract pricing contexts, but is analytically separate from the legal meanings above.
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Common Language
Modern common usage (Wiktionary): A forceful claim for something; an urgent request or order; also, in economics, the market force driving buyers to purchase goods at a given price.
Historical common usage (Webster's 1913): To ask or call for with authority; to claim something as due; to inquire peremptorily.
The common and legal meanings share a core sense of authoritative claiming, but the gap is significant in two directions. First, in ordinary speech a "demand" may be nothing more than an insistent request; in law, it is a formal legal act that can trigger rights, obligations, limitation periods, or prerequisites to suit — an informal "demand" with no legal formality may accomplish nothing. Second, the economic meaning of demand (supply and demand) is entirely disconnected from the legal term and can mislead researchers scanning commercial law sources for the wrong sense of the word.
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Common Confusion
DEMAND vs. REQUEST: A demand in law implies a right or claim; a request implies asking for a favor or discretionary action. The distinction matters where demand is a condition precedent — a polite request will not satisfy a legal demand requirement.
DEMAND vs. NOTICE: These terms are often used together but are not synonymous. Notice informs a party of a fact or circumstance; a demand calls for action, payment, or performance. Some statutes require both. In derivative litigation, a shareholder demand is neither merely notice to the board nor a simple request — it is a formal step that triggers specific board obligations and affects the litigation's procedural posture.
DEMAND NOTE vs. TIME NOTE: A demand note is due when called; a time note is due at a fixed maturity. The distinction controls when default occurs and when limitations periods begin to run.
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Core Elements
Where demand functions as a condition precedent, courts and practitioners typically require:
1. Proper party. The demand must be made by the party with standing to assert it (e.g., in derivative litigation, a current shareholder; in contract, a party with a right to performance).
2. Proper recipient. The demand must reach the party obligated to respond (the debtor, the corporate board, the defendant).
3. Adequate specificity. The demand must identify with sufficient clarity what is being claimed or required. A vague demand may be treated as no demand at all.
4. Form and manner. Some statutory or contractual demand requirements specify written form, delivery method, or timing. Oral demands suffice in some contexts; others require writing.
5. Timely assertion. Demand must ordinarily be made within any applicable limitations period and before the triggering deadline has passed.
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Recognized Forms
/SUBTYPES
Demand note / demand instrument: Payable immediately upon the holder's request; no fixed maturity.
Demand letter: A written communication formally asserting a legal right and calling for action, payment, or remedy, often a precondition to suit or a tool to establish a record of non-compliance.
Demand requirement (derivative suits): The procedural rule requiring a shareholder to make a formal demand on the board of directors before initiating a derivative action, unless demand is excused as futile.
Demand for adequate assurances: Under UCC § 2-609 and the Restatement (Second) of Contracts § 251, a party with reasonable grounds for insecurity may demand written assurance of the other party's performance; failure to provide adequate assurance within a reasonable time constitutes repudiation.
Demand for judgment: The ad damnum clause or prayer for relief in a pleading, specifying the remedy sought.
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Why It Matters in Research
The breadth of "demand" is a research trap. Because the historical sources define it as one of the most comprehensive terms in the law, a release of "all demands" in historical deeds and agreements was treated as sweeping in nearly everything — covenants, conditions, annuities, judgments, causes of action. When reading historical instruments, researchers should not interpret "demands" narrowly. Courts regularly construed such language as releasing claims that were nowhere else named.
Conversely, in modern procedural and commercial research, the word's precision matters enormously. The demand requirement in corporate derivative litigation is a jurisdictional minefield: Delaware's demand-excused/demand-refused framework differs from the universal demand requirement in many other states. Searching for cases on derivative suit standing without tracking which demand rule applies will produce misleading results.
For commercial law researchers, the UCC demand-for-adequate-assurances mechanism is frequently overlooked as a remedy. It sits between mere concern and actual breach — a party who feels insecure about performance has affirmative options that must be exercised correctly or the right lapses.
Limitations period traps: For demand instruments and open accounts, the limitations clock may not start until demand is made — meaning an ancient note can remain viable far longer than a researcher might assume. Check whether the applicable jurisdiction ties accrual to demand or to the date the obligation arose.
In older equity pleading practice, "demand" appeared as a term of art distinguishing real actions (which used "demand" for the thing claimed) from personal actions. This distinction collapsed as common law forms were abolished, but it appears in pre-code equity sources and requires contextual reading.
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Historical Dictionary Support
Bouvier, Anderson, and Burrill agree on the core proposition: demand is among the most comprehensive terms in the law, broader in scope than words like "debt" and "claim." All three trace this formulation to Coke's commentary on Littleton (Co. Litt. 291b), which was the authoritative statement for centuries. The consistent thread across sources is that a release of "all demands" was interpreted sweepingly, capturing not only debts but also covenants, conditions, recognizances, judgments, and causes of action.
Burrill provides the most precise terminological account, noting the distinction between "demand" as a calling for something due (procedural act) and "demand" as the thing or amount claimed (substantive right). This duality — the act and the object — runs through most legal confusion about the term.
Anderson adds that "demand" includes judgments and causes of action, a point worth noting because it extends the release-of-demands rule into territory researchers might not expect.
What the historical dictionaries do not address: the modern corporate-law demand requirement (a twentieth-century development in derivative litigation procedure), the UCC adequate-assurances mechanism, and the economic meaning of demand that now saturates commercial law materials. Researchers relying solely on the historical dictionaries will find solid grounding for historical instruments and general pleading usage, but will need to supplement with modern secondary sources for corporate and commercial contexts.
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Jurisdictional Note
The demand requirement in shareholder derivative litigation varies significantly: Delaware applies a demand-excused/demand-refused framework under which demand may be excused upon a showing of futility, while many other states (and the Model Business Corporation Act) impose a universal demand requirement that admits no futility exception. This difference fundamentally affects derivative litigation strategy and case law comparability across jurisdictions. For commercial instruments, UCC Article 3 governs demand notes nationally with substantial uniformity, though state variations in limitations periods for demand obligations remain meaningful.
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Encyclopedia Cross-Reference
Shareholders — Demand Requirement and Futility in Derivative Litigation (Law Mind Business Organizations & Corporate Law Encyclopedia)
Performance — Demand for Adequate Assurances (UCC § 2-609, Restatement § 251) (Law Mind Contracts & Commercial Law Encyclopedia)
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