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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.

Looking for a lawyer rather than a definition? Skip to the state-by-state list of Contracts law firms.

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.

Worried about the cost? A lawyer can be hired for one part of a case only (limited-scope representation), may be paid from what a claim recovers (contingency fee), or may be free through a pro bono program or legal aid; a court can also waive its own filing fees.

Find Contracts law firms in your state

Choose your state to see Contracts law firms in the city where we list the most; your city may be under “other cities”, A to Z. A state marked “Business Law” has no Contracts listing yet and opens the broader page.

Alabama (Birmingham)
+1 other city
- Montgomery
Alaska (Anchorage)
Arizona (Chandler)
+6 other cities
Arkansas (Little Rock)
California (Sacramento)
+19 other cities
- Anaheim
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- Fremont
- Long Beach
- Modesto
- Oakland
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- San Bernardino
- San Diego
- San Jose
- Stockton
- and 7 more with fewer listed firms
Colorado (Denver)
+2 other cities
- Aurora
- Colorado Springs
Connecticut (Bridgeport)
Delaware (Wilmington)
District of Columbia (Washington)
Florida (Jacksonville)
+5 other cities
Georgia (Atlanta)
Hawaii (Honolulu)
Idaho (Boise)
Illinois (Chicago)
Indiana (Fort Wayne)
+1 other city
- Indianapolis
Iowa (Des Moines)
Kansas (Wichita)
Kentucky (Lexington)
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Louisiana (Baton Rouge)
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- New Orleans
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Maine (Portland)
Maryland (Baltimore)
Massachusetts (Boston)
Michigan (Detroit)
Minnesota (Minneapolis)
+1 other city
- Saint Paul
Mississippi (Jackson)
Missouri (Kansas City)
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Montana (Billings)
Nebraska (Lincoln)
+1 other city
- Omaha
Nevada (Henderson)
+3 other cities
New Hampshire (Manchester)
New Jersey (Newark)
+1 other city
- Jersey City
New Mexico (Albuquerque)
New York (New York City)
+2 other cities
- Buffalo
- Rochester
North Carolina (Durham)
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North Dakota (Fargo, Business Law)
Ohio (Columbus)
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Oklahoma (Oklahoma City)
+1 other city
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Oregon (Portland)
Pennsylvania (Pittsburgh)
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- Philadelphia
Rhode Island (Providence)
South Carolina (Columbia)
South Dakota (Sioux Falls)
Tennessee (Nashville)
+1 other city
- Memphis
Texas (Austin)
+12 other cities
Utah (Salt Lake City)
Vermont (Burlington)
Virginia (Chesapeake)
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Washington (Seattle)
+1 other city
- Tacoma
West Virginia (Charleston)
Wisconsin (Madison)
+1 other city
- Milwaukee
Wyoming (Cheyenne)

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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 programs provide free help with many of these problems: civil legal aid programs 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.