Elements of a Breach of Contract 

HomeBlogElements of a Breach of Contract 
May 23, 2023

Contracts are legally binding, and when the other party fails to abide by the included terms, it can amount to a breach of contract, which is especially prevalent in business litigation. Knowing the primary elements of these breach of contract claims can help you better understand your own legal rights, and if you believe your contractual rights have not been upheld, it’s time to consult with an experienced Bay Area business litigation attorney

Element One: The Contract Must Be Valid, to Begin With

In order to prevail with a breach of contract claim, the contract itself must be valid, and the elements of a valid contract include all the following:

  • An offer is made.
  • Both parties accept the terms included.
  • There is a consideration, which means an exchange of bargained-for promises.
  • The parties come to a mutual agreement regarding the included terms.
  • The contract is executed and delivered to both parties. 

If even one of these elements is missing, if fraud or duress is involved, or if the contract involves an illegal purpose, the contract is neither valid nor binding. 

Element Two: The Party Claiming a Breach Upheld Their Part of the Contract

The party who claims that the contract was breached – the plaintiff – must demonstrate that they upheld their part of the bargain – as outlined in the contract. Failing this, the plaintiff must have a legally justifiable reason for not upholding their contractual obligations. 

Element Three: The Other Party Failed to Perform

The next required element is that the other party – the defendant – failed to uphold their contractual obligation – as outlined in the contract. While minor breaches do not stop a contract from being legally fulfilled, a material breach is one so significant that the contract is rendered meaningless.  

A prime example of a minor breach is failure to deliver on the contractual date. While the plaintiff remains responsible for meeting their corresponding obligation – generally in the form of pay – they may have recourse in terms of recovering on delay-related damages. With a material breach, on the other hand, the deliverable is not forthcoming, which means the plaintiff is not on the hook in terms of their own contractual obligations – and they can seek legal damages. 

The Claimant Sustained Legal Damages as a Result of the Contractual Breach

The party making a claim must be able to demonstrate that they experienced legal damages – or losses – as a result of the other party’s breach, such as the following:

  • General damages, such as direct losses related to reimbursement of expenses
  • Special damages, which are those that are directly related to the breach, such as lost profits 
  • Equitable damages, which refer to nonfinancial compensation, such as a revised contract or a specific performance on the part of the defendant

Consult with an Experienced Bay Area Business Litigation Attorney Today

The focused Bay Area business litigation attorneys at Olivier & Schreiber LLP have reserves of experience skillfully guiding challenging breach of contract claims toward optimal outcomes that work for our clients. Learn more about what we can do to help you by contacting us today.




(415) 484-0980


Make an Appointment

Most Recent News & Events

Stay informed with the most relevant news in our field

NUVEW | Copyright 2024 All Rights Reserved | Accessibility Notice | Privacy Policy