Lawyer Listings Add, Update, or Remove Listings

Breach of Contract

A failure to do what a binding agreement required - and the question a court actually asks is not whether someone broke a promise but what the loss was and whether it could have been avoided.

Informational only - this is not legal advice. These definitions explain general legal vocabulary in plain English. They are not advice about your situation, reading them creates no attorney-client relationship, and the law differs from state to state and changes over time. For advice you can rely on, speak to a lawyer licensed in your state.

What it means

A breach of contract is a failure, without a legal excuse, to perform what an enforceable agreement required. Before a court reaches the breach it has to find a contract at all: an offer, an acceptance, something of value exchanged on both sides, and enough definite terms to know what was promised. A great deal of business litigation is lost at that first step, because the parties were still negotiating, or one side's "agreement" was an email that the other side never accepted.

Not every breach is equal. A material breach goes to the heart of the bargain and generally lets the other side stop performing and sue; a minor breach entitles them to compensation but not to walk away. Which side of that line a failure falls on is usually the real dispute.

The remedy is ordinarily money measured by the loss the breach caused - the position the injured party would have been in had the contract been kept - and it comes with a duty on the injured party to take reasonable steps to limit that loss. A party who could have found a replacement supplier and did not will generally not recover the loss that a replacement would have avoided. Courts order a party to actually perform, rather than pay, only in unusual cases such as the sale of a unique piece of land.

Where this comes from

Contract law is state law, drawn mostly from court decisions rather than statutes. For contracts to sell goods, every state has enacted Article 2 of the Uniform Commercial Code, which sets out the buyer's remedies at UCC § 2-711 and the seller's at § 2-703 and requires certain sales contracts to be in writing under § 2-201. Contracts for services, land and most everything else are governed by the common law of the state whose law applies, which the contract itself often chooses.

When people hire a lawyer for this

Two moments justify advice: when a counterparty stops performing and you are deciding whether to stop too, because treating a minor breach as grounds to walk away can make you the party in breach; and before signing anything with a limitation-of-liability, liquidated-damages or choice-of-law clause, since those three clauses decide most of what a breach will ever be worth.

Find a lawyer for this in your state

Choose your state. Each link opens the directory page for the city in that state with the most currently published law firms in this practice area; a +n beside the city is how many other cities in the state also have one. The list is generated when this page loads, so a state whose listings have lapsed drops out rather than becoming a dead link.

« All glossary terms

Part of the LawyerLand plain-English legal glossary. Definitions are written from primary sources - statutes and court rules - and each entry states the authority it rests on, or says plainly when the doctrine is state law with no national rule.

If you cannot afford a lawyer, civil legal aid programmes provide free help with many of these problems: civil legal aid programmes by state.

Related free reference tools: statute of limitations for a personal-injury claim, by state, quoted from each state's official text - part of LawyerLand's legal reference tools.