What Counts as a Breach of Contract?
Not every broken promise is a breach. Learn what turns a disappointment into a claim you can actually act on.
First, was there a contract?
Before there can be a breach, there has to be an agreement the law will recognize. That usually means an offer, acceptance, and something of value exchanged on both sides. Contracts can be written, spoken, or even implied by the parties' conduct.
Identifying exactly what each side agreed to do is the starting point. The clearer you are about the original promise, the easier it is to show how it was broken.
Then, what went wrong?
A breach happens when one party fails to do what they agreed to without a valid excuse — not delivering, delivering late, or delivering something materially different from what was promised. Minor, harmless deviations may not rise to the level of a breach worth pursuing.
The key is the impact: did the failure deprive you of something you genuinely bargained for? If so, you likely have a claim worth asserting.
From breach to demand
Once you can describe the agreement and the failure, the next step is usually a written demand that spells out what was promised, how it was broken, and what you want done to fix it. Our guide on why a demand letter comes before a breach-of-contract lawsuit explains why that order matters.
A clear demand often resolves the matter before anyone files suit, and it lays the groundwork if the dispute does escalate.