Breach of Contract Demand Letter - California
CALIFORNIA CONTRACT MATTER — CLAIM AND DEMAND-DEVELOPMENT PACKET
DO NOT SEND THIS PACKET. It organizes contracts, facts, evidence,
calculations, deadlines, defenses, and drafting choices. It does not declare
a breach, trigger cure, terminate an agreement, accelerate an obligation,
demand payment, preserve a claim, impose a hold, or propose settlement.
1. Matter and Communication Control
| Item | Verified entry |
|---|---|
| Client / claimant | [________________________________] |
| Proposed recipient / counterparty | [________________________________] |
| Other contracting parties, guarantors, insurers, successors, or responsible entities | [________________________________] |
| Transaction / project | [________________________________] |
| Counsel | [________________________________] |
| Desired communication | [INQUIRY / DEFAULT NOTICE / CURE NOTICE / DEMAND / TERMINATION / OTHER] |
| Existing dispute / proceeding | [________________________________] |
| Earliest possible deadline | [________________________________] |
| Current-law review date | [__/__/____] |
2. Agreement and Document Stack
| Document | Parties | Date / effective date | Amendments / incorporation | Signature / assent evidence | Priority / status |
|---|---|---|---|---|---|
| [____] | [____] | [____] | [____] | [____] | [____] |
| [____] | [____] | [____] | [____] | [____] | [____] |
| [____] | [____] | [____] | [____] | [____] | [____] |
Contract Controls
| Topic | Exact clause / source | Counsel conclusion |
|---|---|---|
| Parties and capacity | [____] | [____] |
| Scope, deliverables, price, and payment | [____] | [____] |
| Conditions, dependencies, approvals, and acceptance | [____] | [____] |
| Changes, waivers, course of performance, and amendments | [____] | [____] |
| Notice, cure, default, termination, and acceleration | [____] | [____] |
| Warranty, disclaimer, indemnity, and limitation | [____] | [____] |
| Fees, interest, costs, and remedies | [____] | [____] |
| Choice of law, forum, arbitration, jury, and dispute process | [____] | [____] |
| Integration, severability, assignment, force majeure, and survival | [____] | [____] |
3. Transaction and Governing-Law Classification
| Question | Facts / documents | Current official authority | Counsel conclusion |
|---|---|---|---|
| Goods, services, real estate, employment, insurance, loan, lease, license, franchise, construction, consumer, public, or mixed transaction | [____] | [____] | [____] |
| California or other governing law and conflict analysis | [____] | [____] | [____] |
| Consumer, public-sector, regulated-industry, licensing, or special-form overlay | [____] | [____] | [____] |
| Written, oral, implied, electronic, unsigned, or partly performed agreement | [____] | [____] | [____] |
| Arbitration, administrative, court, or other dispute route | [____] | [____] | [____] |
| Venue, jurisdiction, service, and forum issues | [____] | [____] | [____] |
4. Performance, Breach, and Excuse Matrix
| Obligation / clause | Responsible party | Due / condition | Performance evidence | Alleged breach | Defense / excuse / cure issue |
|---|---|---|---|---|---|
| [____] | [____] | [____] | [____] | [____] | [____] |
| [____] | [____] | [____] | [____] | [____] | [____] |
| [____] | [____] | [____] | [____] | [____] | [____] |
Prior Communications and Course of Performance
| Date | Sender / recipient | Communication / event | Contract effect asserted | Evidence |
|---|---|---|---|---|
| [____] | [____] | [____] | [____] | [____] |
| [____] | [____] | [____] | [____] | [____] |
5. Notice, Cure, Termination, and Condition Calendar
| Possible notice / action | Trigger | Contract requirement | Current-law requirement | Deadline / method | Counsel decision |
|---|---|---|---|---|---|
| Default notice | [____] | [____] | [____] | [____] | [____] |
| Opportunity to cure | [____] | [____] | [____] | [____] | [____] |
| Demand for assurance / information | [____] | [____] | [____] | [____] | [____] |
| Suspension / withholding / setoff | [____] | [____] | [____] | [____] | [____] |
| Termination / cancellation | [____] | [____] | [____] | [____] | [____] |
| Acceleration / liquidated amount | [____] | [____] | [____] | [____] | [____] |
| Claim / arbitration / litigation filing | [____] | [____] | [____] | [____] | [____] |
6. Claim, Defense, and Deadline Matrix
| Proposed claim / defense | Elements / conditions | Accrual / limitation / repose | Tolling / waiver / estoppel issue | Current official source | Evidence status |
|---|---|---|---|---|---|
| [____] | [____] | [____] | [____] | [____] | [____] |
| [____] | [____] | [____] | [____] | [____] | [____] |
| [____] | [____] | [____] | [____] | [____] | [____] |
Calendar the earliest credible deadline independently of any demand response.
7. Damages, Remedy, and Overlap Matrix
Do not add interest, fees, consequential loss, statutory remedies, punitive
damages, or equitable relief without a claim-specific basis and evidence.
| Category / remedy | Causation and proof | Mitigation / foreseeability / certainty / cap issue | Calculation | Supported amount / range |
|---|---|---|---|---|
| Unpaid contract amount | [____] | [____] | [____] | $[____] |
| Cover / replacement / completion cost | [____] | [____] | [____] | $[____] |
| Delay / lost use / lost profit / consequential loss | [____] | [____] | [____] | $[____] |
| Restitution / reliance / return of property | [____] | [____] | [____] | $[____] |
| Interest | [____] | [____] | [____] | $[____] |
| Attorney fees and costs | [____] | [____] | [____] | $[____] |
| Statutory / tort / equitable relief | [____] | [____] | [____] | $[____] |
Offsets, counterclaims, insurance, indemnity, or overlapping recovery:
[____________________________________________________________]
8. Evidence and Preservation Review
- ☐ complete signed agreement stack and incorporated documents
- ☐ negotiations, proposals, bids, purchase orders, and change records
- ☐ performance, delivery, acceptance, inspection, invoice, and payment records
- ☐ communications, notices, complaints, cure efforts, and acknowledgments
- ☐ accounting, damages, mitigation, replacement, and expert records
- ☐ insurance, indemnity, guarantee, security, lien, and collateral records
- ☐ electronic systems, custodians, retention, backups, and third-party records
- ☐ public, licensing, regulatory, and transaction-specific records
| Preservation issue | Facts and current duty | Scope / custodians / systems | Counsel instruction |
|---|---|---|---|
| [____] | [____] | [____] | [____] |
9. Recipient and Demand Decisions
| Topic | Counsel-approved selection | Basis / drafting note |
|---|---|---|
| Recipient legal name, role, authority, and address | [____] | [____] |
| Contractual notice recipient and method | [____] | [____] |
| Facts and breaches to state | [____] | [____] |
| Cure, payment, assurance, records, or other requested action | [____] | [____] |
| Supported demand amount / range | [____] | [____] |
| Response period and reason | [____] | [____] |
| Preservation language | [____] | [____] |
| Settlement-evidence / confidentiality treatment | [____] | [____] |
| Payment, tax, release, authority, and closing terms | [____] | [____] |
| Litigation / arbitration / agency statement, if approved | [____] | [____] |
10. Demand-Drafting and Sending Checklist
- ☐ complete agreement stack, parties, priority, amendments, and signatures verified
- ☐ transaction, governing law, forum, special law, and dispute route classified
- ☐ every obligation, condition, performance fact, breach, defense, and cure issue is supported
- ☐ all notice, cure, termination, acceleration, and filing deadlines are calendared
- ☐ claims, defenses, limitations, tolling, remedies, interest, fees, and damages use current official authority
- ☐ calculations address causation, certainty, foreseeability, mitigation, caps, offsets, and overlap
- ☐ preservation language states only counsel-approved duty and scope
- ☐ response period is fact-specific and does not replace any deadline
- ☐ final communication contains no blanks, unsupported threats, legal conclusions, or assumed entitlements
- ☐ client approved the verified factual account and settlement authority
- ☐ sending method, delivery proof, and final source file are preserved
Prepared by: [________________________________]
Preparation date: [__/__/____]
Reviewed by California counsel: [________________________________]
Review date: [__/__/____]
About This Template
A demand letter is a formal written request to fix a problem or pay what is owed, sent before anyone files a lawsuit. It gives the other side a real chance to settle, creates a record of your attempt to resolve things, and in many cases (unpaid debts, insurance claims, broken contracts) starts a legally required response window. A well-written demand letter lays out what happened, what you want, and a deadline to act, which is often enough to get results without ever going to court.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on 2026-08-29.
Last updated: 2026-08-29
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