What Counts as Breach of Contract — and What Are Your Options?

A breach of contract occurs when one party fails to perform a duty the contract requires — missing a payment, delivering late or defective work, or failing to perform at all — without a legal excuse. To win a breach claim, a plaintiff generally proves four things: a valid contract existed, the plaintiff performed (or was excused), the defendant breached, and the breach caused damages. The most consequential distinction is between a material breach — one that defeats the contract's core purpose and releases the other party from its own obligations — and a minor breach, which supports damages but not walking away.

Material vs. Minor, in Practice

A contractor finishing three weeks late on a project with no time-is-of-the-essence clause has likely committed a minor breach: the owner can recover delay damages but must still pay. The same contractor abandoning the job at 40% complete has committed a material breach: the owner can terminate, hire replacement, and sue for the difference. Misjudging this line is the classic self-inflicted wound — a party who treats a minor breach as material and stops performing has often just committed the first material breach themselves.

Your Remedy Menu

Compensatory damages (put the non-breaching party where performance would have) are the default. Consequential damages (downstream losses like lost profits) require that they were foreseeable and provable. Specific performance — a court order to actually perform — is reserved for unique subject matter like real estate. Many contracts also contain liquidated damages, attorney's-fee clauses, and dispute-resolution requirements that shape strategy more than the underlying law does.

Before You Sue: The Three-Step Sequence

Read the contract's notice-and-cure provision and follow it exactly — skipping required notice can forfeit an otherwise winning claim. Send a demand letter that documents the breach and the cure you require. And mitigate: the law expects the non-breaching party to take reasonable steps to limit its losses, and damages a court finds avoidable are unrecoverable.