Breach of contract screener

General guidance only. Breach of contract claims depend on the exact contract language, applicable state law, and specific facts. This tool identifies general factors for discussion with a business attorney - it doesn't make a final legal determination. See our full disclaimer.

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A business attorney reviews your contract and evidence, sends a demand letter, and pursues litigation or arbitration if the dispute isn't resolved informally. Free initial consultation in most areas.

What are the basic elements of a breach of contract claim?

A valid claim generally requires: a valid, enforceable contract existed between the parties; you performed your own obligations under the contract (or were excused from doing so); the other party failed to perform their obligations without a valid legal excuse; and you suffered damages as a result of that failure.

Missing any of these elements can defeat an otherwise sympathetic claim - for example, if you also failed to meet your own obligations under the contract, the other party may have a valid excuse for their non-performance, or you may have limited ability to recover damages. Review the contract clause analyzer to check whether your original agreement included the protective clauses that would strengthen your position now.

What's the difference between a material breach and a minor breach?

A material breach goes to the heart of the contract - it's significant enough that it defeats the essential purpose of the agreement, and generally excuses the non-breaching party from further performance and entitles them to sue for damages covering the entire contract. A minor (or "partial") breach is a less significant failure that doesn't undermine the contract's core purpose - the non-breaching party is generally still required to perform their own obligations, but can sue for the specific damages caused by the minor breach.

Courts consider factors like how much of the expected benefit was actually received, whether the breach can be adequately compensated with damages, whether the breaching party acted in good faith, and the likelihood the breaching party will cure the defect, when determining whether a breach is material or minor.

What documentation strengthens a breach of contract claim?

The signed contract itself (including any amendments), written communications documenting the other party's performance failures and any promises to cure, evidence of your own performance under the contract, and documentation of resulting damages (invoices, financial records, lost business opportunities) are all valuable. Weak documentation - relying on memory or verbal understandings rather than written records - is one of the most common reasons otherwise legitimate claims are difficult to prove or enforce.

If your dispute involves a service or employment relationship specifically, also check the service agreement generator or relevant employment tools for terms that may bear on the specific type of breach you're facing.

Frequently asked questions

Common remedies include compensatory damages (putting you in the position you would have been in had the contract been performed, including direct losses and, if the contract allows, consequential damages), specific performance (a court order requiring the breaching party to actually perform, generally available only when monetary damages are inadequate, such as for unique goods or real estate), and rescission (canceling the contract and restoring both parties to their pre-contract position). The specific remedies available depend heavily on your contract's terms (including any limitation of liability or exclusion of damages clauses) and the nature of the breach.

It depends on your contract's specific terms. Many contracts include a "cure period" provision requiring written notice of the breach and a specific window (often 15 to 30 days) for the breaching party to fix the problem before the non-breaching party can terminate or pursue further remedies. If your contract includes this provision, failing to follow it before taking further action can itself be a problem for your claim. Even without a contractual cure period requirement, sending a formal demand letter before litigation is standard practice, since many disputes resolve without needing to go to court once the other party understands you're serious about enforcing your rights.

This is governed by your state's statute of limitations for contract claims, which commonly ranges from 3 to 6 years for written contracts (often shorter for oral contracts), though this varies significantly by state and sometimes by the type of contract involved. The clock generally starts running when the breach occurred, not when you discovered it, though some circumstances can extend or toll this deadline. Given how much this can vary, and how a missed deadline can permanently bar an otherwise valid claim, confirm the specific statute of limitations that applies to your situation and state promptly rather than assuming you have ample time.

If your contract includes a valid, enforceable arbitration clause, you're generally required to pursue your claim through arbitration rather than filing a lawsuit in court, and courts will typically enforce this agreement and dismiss or stay litigation filed in violation of it. Arbitration has different procedural rules than court litigation (often faster, more private, with limited discovery and appeal rights), which is worth understanding before proceeding, since it changes your strategic approach to pursuing the claim, including the type and amount of evidence you'll need to prepare and present.

Generally only if your contract includes an attorney fees provision (sometimes called a "prevailing party" clause) or a specific state statute applies to your type of claim - under the traditional "American Rule," each party bears their own attorney fees regardless of outcome unless a contract or statute provides otherwise. This is why checking your contract's attorney fees clause matters both when evaluating whether to pursue a claim (since litigation costs can otherwise exceed the value of smaller disputes) and, going forward, when negotiating future contracts, where including a prevailing-party attorney fees clause can meaningfully change the economics of enforcement.