Breach of Contract

For a contract to exist, certain conditions must be satisfied as follows:

  1. Offer: a clear and definite proposal
  2. Acceptance: unequivocal agreement to accept the offer
  3. Consideration: something of value exchanged such as money, a promise, performance, or forbearance
  4. Legal Relationship: it is the intent of the parties that their agreement is legally binding and enforceable
  5. Capacity: all parties must be able (meaning legal ability) to enter into a binding contract
  6. Legality: the purpose of the contract must not be in violation of any law or public policy
  7. Certainty: the terms should be reasonably clear (however, in certain circumstances, a court is allowed to substitute own thought if terms are not reasonably clear)
A person is sitting at a table signing a document with a pen.

Once a valid contract is in existence, if one side does not live up to its contractual obligations, then a breach has occurred. Often times, interpretation of one or more clauses within the contract will be the basis for disagreement as to whether a breach occurred or not. There are a number of defenses that the side accused of breaching the contract can raise in an effort to avoid all responsibility.



If a breach occurs, money damages in the form of compensatory and consequential damages can be awarded. In some cases, an award of damages may include specific performance or recission of the contract. Some contracts may have limiting language within them that might eliminate certain categories of available damages. Some may include language allowing for attorneys’ fees to the prevailing party.