What Is Breach of Contract?

A breach of contract occurs when a party to a valid contract fails to perform their obligations as agreed, without a legal excuse.

Elements of a breach of contract claim:

A valid, enforceable contract exists.

The plaintiff performed their obligations (or was excused from performance).

The defendant failed to perform their obligations.

The plaintiff suffered damages as a result.

Types of breach:

Material breach — A significant failure that goes to the heart of the contract. The non-breaching party can terminate the contract and sue for damages.

Minor (partial) breach — A less significant failure. The non-breaching party must continue to perform but can sue for damages from the minor breach.

Anticipatory breach — One party indicates in advance that they will not perform. The other party can treat this as a breach immediately.

Remedies:

Compensatory damages — Money to put the non-breaching party in the position they would have been in had the contract been performed.

Consequential damages — Losses that were foreseeable at the time of contracting.

Specific performance — A court order requiring the breaching party to perform (typically for unique items like real estate).

Rescission — Canceling the contract and restoring both parties to their pre-contract positions.

Liquidated damages — A pre-agreed amount specified in the contract.

Defenses to breach of contract:

Impossibility or impracticability of performance

Fraud or misrepresentation

Unconscionability

Statute of limitations has passed

The other party also breached

This is legal information, not legal advice.