Breach of Contract: Remedies and Legal Options

When someone doesn't hold up their end of a contract, the law offers several different remedies — and choosing the right one depends on what you're actually trying to accomplish.

What Counts as a Breach

A breach occurs when a party fails to perform any duty specified in the contract without a legally valid excuse, and can be material (a significant failure that undermines the whole agreement) or minor (a less serious failure that doesn't excuse the other party's own performance).

Whether a breach is material affects what remedies are available — a material breach generally allows the non-breaching party to stop their own performance and sue for damages, while a minor breach typically only allows a claim for the specific harm caused.

Monetary Damages

Compensatory damages aim to put the non-breaching party in the position they would have been in had the contract been performed, covering direct losses and, in some cases, foreseeable consequential damages.

Some contracts include a liquidated damages clause, specifying in advance the amount owed if a breach occurs — enforceable as long as the amount is a reasonable estimate of actual harm, rather than an improper penalty.

Non-Monetary Remedies

Specific performance — a court order requiring the breaching party to actually complete their obligation — is available in limited circumstances, typically where the subject matter is unique, such as real estate, and monetary damages wouldn't be an adequate remedy.

Rescission cancels the contract entirely and attempts to restore both parties to their position before the agreement, generally used when a contract was formed based on fraud, mistake, or another fundamental problem.

Frequently Asked Questions

Do I need to prove I lost money to sue for breach of contract?

Generally yes, for compensatory damages — you typically need to show actual harm resulting from the breach, not just that a breach technically occurred.

Can I get out of a contract if the other party breaches first?

Often yes, if the breach is material — but the specific facts matter, and it's worth confirming with an attorney before stopping your own performance.

Breach of contract disputes involve important strategic choices about which remedy to pursue. An attorney can help you evaluate your options and build the strongest case for recovery.