DEMAND LETTER - BREACH OF CONTRACT
[LAW FIRM NAME]
Attorneys at Law
[FIRM ADDRESS LINE 1]
[FIRM ADDRESS LINE 2]
[CITY, STATE ZIP]
Tel: [TELEPHONE]
Fax: [FAX]
Email: [EMAIL]
SENT VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED
AND FIRST-CLASS MAIL
[// GUIDANCE: Consider also sending via email if contract permits electronic notice]
[DATE]
[RECIPIENT NAME]
[RECIPIENT TITLE]
[COMPANY NAME]
[ADDRESS LINE 1]
[ADDRESS LINE 2]
[CITY, STATE ZIP]
Re: Formal Demand for Cure of Material Breach of Contract
Contract Date: [CONTRACT DATE]
Contract Title: [CONTRACT TITLE/DESCRIPTION]
Our Client: [CLIENT NAME]
Demand Amount: $[TOTAL DEMAND AMOUNT]
Dear [RECIPIENT NAME]:
This firm represents [CLIENT NAME] ("our Client") in connection with the above-referenced agreement (the "Contract") between our Client and [BREACHING PARTY NAME] ("you" or "[SHORT NAME]"). We write to formally notify you of your material breach of the Contract and to demand immediate cure and/or full compensation for damages sustained.
THIS IS A FORMAL DEMAND. FAILURE TO RESPOND MAY RESULT IN IMMEDIATE LITIGATION WITHOUT FURTHER NOTICE.
I. BACKGROUND AND CONTRACTUAL RELATIONSHIP
On or about [CONTRACT DATE], our Client and [BREACHING PARTY NAME] entered into the Contract, a true and correct copy of which is attached hereto as Exhibit A. Under the terms of that agreement:
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Nature of Agreement: [DESCRIBE THE TYPE OF CONTRACT - e.g., supply agreement, service contract, licensing agreement, construction contract, consulting agreement]
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Client's Obligations: Our Client agreed to [DESCRIBE CLIENT'S MATERIAL OBLIGATIONS UNDER THE CONTRACT].
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Your Obligations: In exchange, you agreed to [DESCRIBE BREACHING PARTY'S MATERIAL OBLIGATIONS].
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Term: The Contract [remains in effect / was to be performed by DATE / had a term of X years].
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Consideration: [DESCRIBE THE CONSIDERATION - e.g., payment terms, services exchanged, goods provided].
Our Client has fully performed, or was ready, willing, and able to perform, all of its obligations under the Contract. [// GUIDANCE: Ensure client has clean hands; if any minor issues exist, address proactively]
II. YOUR MATERIAL BREACH OF CONTRACT
You have materially breached the Contract in the following particulars:
A. Specific Breaches
☐ Breach #1: [TITLE OF BREACH]
- Contractual Provision Violated: Section [X] of the Contract provides: "[QUOTE RELEVANT CONTRACT LANGUAGE]"
- Your Conduct: On or about [DATE], you [DESCRIBE SPECIFIC CONDUCT CONSTITUTING BREACH].
- Materiality: This breach is material because [EXPLAIN WHY THE BREACH GOES TO THE ESSENCE OF THE CONTRACT].
☐ Breach #2: [TITLE OF BREACH]
- Contractual Provision Violated: Section [X] of the Contract provides: "[QUOTE RELEVANT CONTRACT LANGUAGE]"
- Your Conduct: [DESCRIBE SPECIFIC CONDUCT].
- Materiality: [EXPLAIN MATERIALITY].
☐ Breach #3: [TITLE OF BREACH]
- Contractual Provision Violated: [CITE PROVISION]
- Your Conduct: [DESCRIBE CONDUCT].
- Materiality: [EXPLAIN].
[// GUIDANCE: Add or remove breach items as needed. Be specific with dates, amounts, and contract citations.]
B. Prior Notice and Failure to Cure
[SELECT AND CUSTOMIZE AS APPLICABLE:]
☐ On [DATE], our Client provided you with written notice of your breach and demanded cure within [X] days, as required by Section [X] of the Contract. You failed to cure within the contractual cure period.
☐ The Contract does not provide for a cure period, and none is required under applicable law for material breaches of this nature.
☐ No notice or cure period applies because your breach constitutes [ANTICIPATORY REPUDIATION / IMPOSSIBILITY OF CURE / WILLFUL AND INTENTIONAL MISCONDUCT].
III. LEGAL BASIS FOR OUR CLAIMS
A. Breach of Contract
Under well-established contract law principles, a party breaches a contract when it fails to perform its obligations as promised. To establish breach of contract, a claimant must prove:
- The existence of a valid and enforceable contract;
- Performance by the claimant or excuse for non-performance;
- Breach by the defendant; and
- Damages resulting from the breach.
See Restatement (Second) of Contracts sections 235, 241-242 (defining material breach); see also [CITE APPLICABLE STATE CASE LAW].
Each element is satisfied here. The Contract is valid and enforceable, our Client has performed, you have materially breached as detailed above, and our Client has suffered substantial damages.
B. Anticipatory Repudiation (If Applicable)
☐ Your conduct constitutes anticipatory repudiation of the Contract. By [DESCRIBE CONDUCT - e.g., stating you will not perform, making performance impossible, demonstrating clear intent not to be bound], you have unequivocally indicated that you will not perform your remaining obligations. Under Restatement (Second) of Contracts section 250, our Client is entitled to treat your repudiation as a total breach and pursue all available remedies.
C. Good Faith and Fair Dealing
☐ Your conduct also violates the implied covenant of good faith and fair dealing inherent in every contract. By [DESCRIBE BAD FAITH CONDUCT], you have frustrated our Client's right to receive the benefits of the Contract.
IV. DAMAGES
As a direct and proximate result of your breach, our Client has incurred the following damages:
A. Calculation of Damages
| Category | Description | Amount |
|---|---|---|
| Direct/Compensatory Damages | [DESCRIBE - e.g., cost to obtain substitute performance, lost profits, amounts paid without receiving consideration] | $[AMOUNT] |
| Consequential Damages | [DESCRIBE - e.g., lost business opportunities, reputational harm, third-party liabilities incurred] | $[AMOUNT] |
| Incidental Damages | [DESCRIBE - e.g., costs of finding replacement, storage costs, additional expenses] | $[AMOUNT] |
| Prejudgment Interest | Calculated at [X]% per annum from [DATE OF BREACH] | $[AMOUNT] |
| Subtotal | $[SUBTOTAL] | |
| Less: Amounts Paid/Offsets | [DESCRIBE ANY CREDITS] | ($[AMOUNT]) |
| TOTAL DAMAGES DEMANDED | $[TOTAL] |
B. Contractual Remedies and Attorney Fees
Section [X] of the Contract provides: "[QUOTE ATTORNEY FEE PROVISION IF ANY]."
Accordingly, our Client is entitled to recover all reasonable attorney fees, costs, and expenses incurred in enforcing its rights under the Contract. To date, our Client has incurred $[AMOUNT] in legal fees, with additional fees accruing.
C. Continuing Damages
Our Client continues to suffer damages of approximately $[AMOUNT] per [DAY/WEEK/MONTH] as a result of your ongoing breach. These damages will continue to accrue until you cure your breach or our Client obtains a judgment and executes thereon.
[// GUIDANCE: Ensure all damage calculations are supportable with documentation. Attach damage calculation spreadsheet as exhibit if complex.]
V. DEMAND
Based on the foregoing, our Client hereby demands that you:
A. Cure of Breach (If Cure Remains Possible)
☐ Within [X] calendar days of your receipt of this letter, take the following actions to cure your breach:
1. [SPECIFIC CURE ACTION #1]
2. [SPECIFIC CURE ACTION #2]
3. [SPECIFIC CURE ACTION #3]
B. Monetary Compensation
☐ Within [X] calendar days of your receipt of this letter, pay to our Client the total sum of $[TOTAL DEMAND AMOUNT], representing:
- Direct damages: $[AMOUNT]
- Consequential damages: $[AMOUNT]
- Incidental damages: $[AMOUNT]
- Prejudgment interest through [DATE]: $[AMOUNT]
- Attorney fees and costs to date: $[AMOUNT]
Payment shall be made by [SPECIFY ACCEPTABLE PAYMENT METHODS - e.g., certified check, wire transfer] payable to [PAYEE NAME] and delivered to [ADDRESS / WIRE INSTRUCTIONS].
C. Additional Relief
☐ Provide written assurances of future performance, in form and substance satisfactory to our Client.
☐ Return all property belonging to our Client, including but not limited to [DESCRIBE PROPERTY].
☐ Cease and desist from [DESCRIBE ONGOING HARMFUL CONDUCT].
VI. DOCUMENT PRESERVATION DEMAND
You are hereby placed on notice of our Client's claims and potential litigation. You are legally obligated to preserve all documents, electronically stored information (ESI), and tangible evidence relating to:
- The Contract and all negotiations leading thereto;
- Your performance (or non-performance) under the Contract;
- Communications between the parties or with third parties concerning the Contract;
- All financial records relating to the Contract;
- Any documents relating to damages, including internal analyses or projections.
Failure to preserve evidence may result in sanctions, adverse inference instructions, and/or separate claims for spoliation of evidence. Ensure that all automatic deletion programs (including email purge policies) are immediately suspended with respect to relevant materials.
VII. RESERVATION OF RIGHTS
Our Client expressly reserves all rights, claims, and remedies available at law or in equity, including but not limited to:
- Claims for consequential, incidental, and special damages;
- Claims for specific performance (if applicable);
- Claims for rescission and restitution;
- Claims for declaratory relief;
- Any and all other claims arising from your conduct.
Nothing in this letter shall be construed as a waiver or limitation of any of our Client's rights. Our Client's willingness to engage in pre-litigation negotiations does not constitute an extension of any cure period or an agreement to forbear from litigation.
VIII. RESPONSE REQUIRED
You must respond to this demand in writing within [X] calendar days of your receipt of this letter. Your response should be directed to the undersigned at the address above.
If you fail to respond, fail to cure your breach, or fail to pay the amounts demanded, our Client is prepared to file suit immediately and without further notice. In such litigation, our Client will seek:
- All compensatory, consequential, and incidental damages;
- Prejudgment and post-judgment interest at the maximum rate permitted by law;
- Attorney fees, costs, and expenses of litigation;
- Punitive or exemplary damages, if available under applicable law;
- Injunctive and equitable relief as appropriate; and
- Any other relief the court deems just and proper.
IX. CONFIDENTIALITY AND WITHOUT PREJUDICE
This letter is transmitted for purposes of settlement discussions and is made without prejudice to our Client's rights. However, if litigation becomes necessary, our Client reserves the right to introduce this letter as evidence of your notice of breach and refusal to cure.
I am available to discuss this matter at your earliest convenience. However, absent a satisfactory resolution, our Client will pursue all available legal remedies vigorously.
Govern yourself accordingly.
Very truly yours,
[LAW FIRM NAME]
By: _______________________________
[ATTORNEY NAME]
[STATE BAR NUMBER]
[EMAIL]
[DIRECT TELEPHONE]
Enclosures:
☐ Exhibit A - Contract
☐ Exhibit B - Prior Correspondence/Notices
☐ Exhibit C - Damage Calculation Summary
☐ Exhibit D - Supporting Documentation
cc: [CLIENT NAME] (via email)
[CO-COUNSEL, if any]
[OTHER INTERESTED PARTIES]
EXHIBIT CHECKLIST
Before sending this demand letter, ensure you have assembled and attached:
☐ Complete executed copy of the Contract
☐ All amendments, addenda, and modifications to the Contract
☐ All prior written notices regarding breach or default
☐ Correspondence between the parties regarding the disputed issues
☐ Documentation supporting damage calculations
☐ Invoices, payment records, or financial statements
☐ Photographs, inspection reports, or expert opinions (if applicable)
☐ Any other documents referenced in this letter
[// GUIDANCE:
1. STATUTE OF LIMITATIONS: Verify the applicable statute of limitations for your jurisdiction. Written contracts typically have longer limitation periods than oral contracts.
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PREJUDGMENT INTEREST: Research the applicable prejudgment interest rate for your jurisdiction and include accurate calculations.
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ATTORNEY FEES: Only claim attorney fees if the contract provides for them or if a statute authorizes fee-shifting.
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SERVICE: Send via certified mail, return receipt requested, AND regular first-class mail to ensure proper delivery documentation.
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CURE PERIOD: Check contract for any mandatory cure or notice periods before declaring a breach.
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ELECTION OF REMEDIES: In some jurisdictions, you may need to elect between rescission and damages. Consult local law.
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MITIGATION: Ensure your client has taken reasonable steps to mitigate damages.
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STATUTE OF FRAUDS: If the contract is oral, verify it does not fall within the Statute of Frauds.
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DISPUTE RESOLUTION: Check whether the contract contains mandatory arbitration or mediation provisions that must be followed before litigation.
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CHOICE OF LAW: If the contract contains a choice-of-law provision, apply the law of the chosen jurisdiction.
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