You hired a photographer for an event, paid a deposit, and learned two days beforehand that the photographer wouldn’t show up. Or perhaps your business completed a project exactly as promised, but the client stopped answering emails when the invoice came due.
In California, both situations can involve a breach of contract, but a breach does not always lead directly to a lawsuit. The contract’s terms, the seriousness of the failure, and the losses it caused will shape what happens next.
Confirm What the Contract Requires
Start with the agreement itself. Identify the obligation the other party failed to perform, along with any deadlines, payment terms, cancellation provisions, or quality standards.
A disagreement is not necessarily a breach. If a contractor agreed to install “premium flooring” without identifying a brand or material, the parties might dispute what that term means. By contrast, failing to deliver specifically identified oak flooring by an agreed date presents a clearer issue.
The contract should also be reviewed for provisions governing disputes. It might require written notice, allow time to correct a problem, or direct the parties to mediation or arbitration. Skipping a required step can delay a claim or prevent it from proceeding until the requirement is satisfied.
Decide Whether the Breach Is Material
Not every broken promise justifies ending the agreement. A material breach is serious enough to defeat a central purpose of the contract.
Suppose a bakery agrees to deliver a wedding cake at noon but arrives at 12:20 p.m. The delay technically violates the agreement, but it might not be serious if the cake arrives before the reception. Delivering it the following day would be a much different breach.
When the breach is minor, the injured party generally must continue performing its own obligations while seeking compensation for the harm. A material breach can excuse further performance and support termination, although ending a contract too quickly carries its own risks.
Send a Clear Written Notice
Once a potential breach is identified, document it. Preserve the agreement, emails, text messages, invoices, and records showing what was delivered or paid. A written notice should describe the unmet obligation, cite the relevant contract provision, explain what must happen next, and provide any cure period required by the agreement.
Keep the tone factual. For example: “Payment of Invoice 104 was due on September 1 under Section 4. The $8,000 balance remains unpaid. Please submit payment within the ten-day cure period provided by Section 9.”
A clear notice creates a record and gives the other party an opportunity to explain or correct the problem. It can also open the door to a practical resolution, such as a revised delivery date, replacement work, payment schedule, or negotiated termination.
What Remedies Are Available?
The most common remedy is money damages. Under California Civil Code Section 3300, contract damages are intended to compensate for losses caused by the breach or likely to result from it in the ordinary course of events.
For example, if a vendor fails to deliver equipment and the buyer reasonably pays more for a last-minute replacement, the price difference could form part of the damages. The injured party is also expected to take reasonable steps to limit avoidable losses rather than allowing them to grow.
In some cases, money is not an adequate solution. A court can order specific performance, requiring a party to fulfill the agreement, when the legal requirements are met. This remedy is more common when the contract involves something unique, such as a particular parcel of real estate.
Attorney fees are not automatically recoverable in every contract case. They are often available only when authorized by the agreement or a statute.
Do Not Wait Too Long
California generally allows four years to sue for breach of a written contract and two years for breach of an oral contract, measured from when the breach occurs. Different rules can apply to sales of goods and other specialized agreements. The contract can also contain notice requirements that expire much sooner.
A breach can sometimes be resolved without litigation, but the agreement should be reviewed before payments are withheld, work stops, or the relationship is terminated. JPS Law Offices can examine the contract, explain the provisions affecting the dispute, and help identify practical next steps.
Contact JPS Law Offices to discuss the agreement and the other party’s failure to perform.
