Contracts are an important part of how our world functions. They outline transactional relationships to ensure each party receives what they were promised in the agreement. Without an enforceable contract, it would be difficult for businesses to maintain profitable relationships—especially when one party in the relationship is more vulnerable than the other, such as a small business owner in a contract with a much larger business that has more resources. Contracts even out these relationships by making both parties accountable to each other, regardless of size or influence. Unfortunately, some attempt to bypass their responsibility in a contractual agreement; when this occurs, the harmed party has legal recourse.

When the other party forces you to take legal measures, it is important to work with an experienced Los Angeles Breach of Contract Lawyer with a deep working knowledge of business law and litigation. With over 80 years of combined experience, The Myers Law Group supports clients in the Los Angeles area as they navigate contract law and breaches of contract. We can help you make informed decisions that protect your interests and ensure the most favorable outcome in your case.

A contract is a legal agreement that establishes obligations between two or more parties. All parties to the contract have a duty to fulfill their side of the agreement and a right to assume the other parties will uphold their end of the bargain. The court will examine multiple factors when considering whether an employment or business agreement should be enforced. The court’s first action will be to determine whether the agreement is considered a contract or not. To be considered a contract, an agreement must satisfy certain requirements:

• One party made an offer, and the other party accepted it.
• There must be an exchange of promises, meaning something of value must be given in return for a promise.
• The contract must have clear, definitive terms that can be enforced by the court.

Ultimately, contracts are promises that the law can enforce. California law states that both written and oral contracts are enforceable. However, the different types of agreements provide different levels of evidence. A written contract shows tangible evidence of the agreement and the agreed-to terms for each party. It also shows each party knowingly signed the contract with the specified terms. Alternatively, oral contracts are proven through oral testimony, and parties often disagree on the terms of an oral contract. These oral terms can be supported with written records, such as emails or text messages. It is important to draft a legally binding, written contract to ensure your protection if the other party does not uphold their obligations.

If any party to an agreement fails to meet their promised obligations, California law considers this a breach of contract. A breach of contract can occur in either a major or minor capacity. For example, a delivery of goods that is a couple of days late is considered a breach of contract; in most instances, this is a minor breach that will not be pursued because the primary aspects of the contract were fulfilled. However, if a party fails to pay for a service that was provided by the other party per the contract, the harmed party can generally seek legal recourse to get the payment they are owed.

There are four elements of breach of contract in California:

• The Contract – For the case to proceed, it must be determined that the agreement is legally binding. It is possible for an implied or oral contract to be upheld, depending on the circumstances of the agreement and whether the agreement can be proven beyond oral testimony.
• Plaintiff’s Performance or Excuse for Non-Performance – The plaintiff must be able to prove that they fully met their side of the contract and complied with any conditions and agreements. If the plaintiff has not met their portion of the agreement, they must state their excuse for non-performance. This would be applicable if the defendant’s lack of completion prevented the plaintiff from fulfilling their obligations.
• The Defendant’s Breach of Contract – Any unexcused or unjustified failure to perform a contractual obligation is a breach. The breach can be a result of the defendant’s negligent performance, the defendant’s specific acts or conduct, or the defendant’s failure to perform or act. A breach cannot be accused until the deadline in the contract has passed, unless the defendant voluntarily puts it out of their power to complete the contract. The breach must also be applicable to the current agreement and not another.
• Any Resulting Damages to Plaintiff – Any breach, partial or total, that results in a measurable injury to the plaintiff gives them the right to compensatory damages. It is important that the damages be measurable, as damages that cannot be quantified make it difficult for a court to determine appropriate recompense.

If you can prove these four elements, and your case is still within the statute of limitations, you are likely to receive damages from the plaintiff. The limitation period for written contracts is four years, while the limitation period for oral agreements is two years.

There are many potential remedies for a breach of contract. The possible remedies for your case depend on the specific circumstances.

• Restoration/Restitution – If you are awarded restoration, the intent is to restore the injured party to as good a position as they occupied prior to the contract being made. The injured party is not compensated for any consequential harm.
• Compensatory Damages – If an obligation is not met, and damages are suffered by the plaintiff, they may be able to receive compensation for these damages. Compensatory damages will make the aggrieved party whole, except where expressly prohibited.
• Lost Profits – It may be possible to recover lost profits in a breach of contract case if the evidence in the case can make certain of their occurrence and extent.
• Certainty – Damages must be certain—it is not possible to recover damages if they are not clearly ascertainable in both origin and nature.
• Rescission – If the plaintiff has been injured by the breach of contract, and now lacks the desire or ability to keep the contract alive, they can request that the contract be rescinded, and the defendant will pay the resulting damages from the rescission.
• Specific Performance – To achieve this remedy, the plaintiff must generally show the inadequacy of the legal remedy in the breach of contract case.

It is important to note that a breach of contract claim generally does not allow for punitive damages, as it is not a tort. Punitive damages are meant to punish the defendant while also deterring others from taking the same wrongful action. Damages from a breach of contract are meant to make the plaintiff whole. The prevailing party may, however, be entitled to recover their attorney’s fees if that was specified in the written agreement.

• Signing Under Duress – If the contract was only signed by one party because of a serious threat of wrongful or unlawful action, it is not legally binding because they were under duress. They must show that they believed they had no reasonable alternative other than agreeing to the contract. Blackmail would be an example of duress.
• Unfairness – If the contract heavily favors one party over the other, it may be possible to revoke or cancel the contract. If the unfairness is severe, the contract may also be considered void, meaning the court will declare that the contract was never formed.
• Undue Influence – Undue influence occurs when a person enters into an unfair transaction due to improper persuasion. This definition is commonly used when the persuasion comes from a person who the victim should justifiably assume will not act in a manner inconsistent with the victim’s welfare, such as when they have a close familial relationship.
• Incapacity to Sign – If a person’s capacity to sign a contract is questioned, the contract may not be valid. If a person is under the age of 18, they cannot legally enter into a contract, and it can be declared void by them or their parents. Further, if a person has been judicially determined to be incompetent to sign a contract, or is unable to understand the terms of the contract they are signing, the contract will not be considered legally binding.
• Misrepresentation – This defense focuses on any dishonesty in bargaining. If one party made a false statement of fact, deliberately withheld information that they had a duty to disclose, or acted to conceal a fact, the contract can be deemed invalid in defense. Fraud negates contracts.
• Uncontrollable Circumstances – There are some events that are outside the defendant’s control, and they cannot be held accountable for these circumstances. For example, if a homeowner is contracted to sell their home, but the house accidentally burns down before the transaction is complete, this is justification for why the contract cannot be honored.

California law recognizes that not all contracts are created equally. Contracts that are well written, and clearly delineate the terms, are more likely to be upheld in court, as the court will have clear evidence that the contract was violated. If the contract is poorly constructed or vague, the court is more likely to assume that the parties could interpret it differently.

Furthermore, the courts favor contracts that promote fair competition while tending to disfavor those that promote unfair competition. For example, it is likely that the court will support an employer’s penalties in the contract if an employee breaks a non-disclosure agreement. However, the court is generally less favorable to non-compete agreements and will enforce them only in strictly defined circumstances. This is different from several other states that do not impose restrictions on post-employment non-compete provisions.

Contract law can be complicated, even more so if you are facing a breach of contract case. Whether the plaintiff or defendant, a contract attorney can help determine if the contract was legally binding and if there is a valid defense for breaking the terms of the agreement. Other reasons to speak with an experienced contract attorney include:

• Save Time – The court system often works slowly, meaning breach of contract cases can take several months or even years to complete. Working with an attorney can significantly reduce the length of time it takes your case to resolve, allowing you to resume your typical daily activities without the stress of a court case.
• Explore All Options – Effectively resolving a breach of contract case requires that you know all your options. Depending on the circumstances of your contract, and why it was breached, there may be options that can help you settle outside of a court’s decision, reducing the investment required in finding a mutually satisfactory solution. Having a Los Angeles Breach of Contract Lawyer with you through mediation or arbitration can help you present your evidence to the mediator or arbitrator.
• Understand the Legal Aspect – Breach of contract cases are full of legal jargon that can be confusing to translate into a more familiar language. Your opponent in the case may attempt to use this language to trip up your case and bury you with complex court processes. A Los Angeles breach of contract attorney can ensure that you are not taken advantage of through this process and help you understand what is happening as the case progresses.

If you have been harmed by a breach of contract, or are on the receiving end of an accusation, it is important to approach the case with all potential evidence supporting your claim. A skilled contract attorney in Los Angeles can diligently examine your case and help you determine the route that is likely to result in the most favorable outcome.

The Myers Law Group has extensive experience in both crafting sound contracts and representing clients in breach of contract cases. Our strong standing in the legal community with business law issues and litigation means we frequently handle cases on referral from other attorneys, both in California and nationwide. If you need an adept breach of contract attorney, reach out to our office for a consultation to discover how we can help you.