Breach of Contract Demand Letter - California
CALIFORNIA BREACH OF CONTRACT DEMAND LETTER
From: [LAW FIRM NAME / SENDER NAME]
Address: [ADDRESS]
Contact: [PHONE AND EMAIL]
Date: [__/__/____]
To: [RECIPIENT NAME, TITLE, AND ADDRESS]
Re: [PARTIES AND AGREEMENT TITLE] dated [__/__/____]
Dear [RECIPIENT NAME]:
I represent [CLIENT NAME] in connection with the agreement identified above. [CLIENT NAME] demands that [RECIPIENT / CONTRACTING PARTY] resolve the breach described below. A copy of the agreement and supporting records is enclosed.
Agreement and performance
[CLIENT NAME] and [OTHER PARTY] entered into the agreement on [DATE]. Section [NUMBER] required [OTHER PARTY] to [QUOTE OR DESCRIBE SPECIFIC DUTY]. [CLIENT NAME] [PERFORMED THE SIGNIFICANT OBLIGATIONS REQUIRED OF CLIENT / WAS EXCUSED FROM SPECIFIED OBLIGATIONS] because [FACTS]. Any conditions to [OTHER PARTY]'s performance [OCCURRED / WERE WAIVED / WERE EXCUSED] as follows: [FACTS].
Breach and notice
On [DATE], [OTHER PARTY] [FAILED TO DO WHAT THE AGREEMENT REQUIRED / DID WHAT IT PROHIBITED]. The relevant contract language is: "[QUOTE SECTION]." The breach caused [DESCRIBE HARM AND CAUSATION].
[CLIENT NAME] gave notice on [DATE] by [METHOD]. The agreement [REQUIRES / DOES NOT REQUIRE] a cure opportunity under section [NUMBER OR NONE]. The response and remaining breach are: [FACTS].
☐ Separate implied-covenant claim, if supported: In addition to the conduct identified above, [OTHER PARTY] unfairly interfered with [CLIENT NAME]'s benefit of [SPECIFIC CONTRACT TERM] by [DISTINCT CONDUCT AND HARM]. The implied promise does not create a duty inconsistent with the contract. See Judicial Council of California, CACI No. 325. Delete this paragraph if it merely repeats the express breach.
Loss and requested resolution
Contract damages aim to put the injured party in the position promised performance would have provided. The claimed losses below were caused by the breach and were [WITHIN THE PARTIES' CONTEMPLATION / REASONABLY FORESEEABLE WHEN THEY CONTRACTED], as described in [FACTS AND RECORDS]. See Judicial Council of California, CACI No. 350.
| Claimed loss | Calculation and supporting record | Amount |
|---|---|---|
| [DIRECT LOSS] | [CALCULATION / EXHIBIT] | $[AMOUNT] |
| [CONSEQUENTIAL LOSS, IF SUPPORTED] | [CAUSATION, FORESEEABILITY / EXHIBIT] | $[AMOUNT] |
| Less amounts already paid or saved | [CALCULATION] | −$[AMOUNT] |
| Net compensatory demand | $[AMOUNT] |
☐ Interest, if supported: [CLIENT NAME] requests $[AMOUNT] of interest on [PRINCIPAL] from [DATE] to [DATE] at [RATE]. State why the amount was certain or calculable and vested on that date under Cal. Civ. Code § 3287(a), or identify another applicable basis: [FACTS]. Under § 3289(b), a contract entered after January 1, 1986, with no stipulated legal interest rate generally bears 10 percent annual interest after breach; identify any contract rate or exception before using that rate. [INTEREST CALCULATION].
☐ Contractual attorney fees, if supported: Section [NUMBER] of the agreement provides for fees incurred to enforce it: "[QUOTE CLAUSE]." Cal. Civ. Code § 1717 makes a qualifying enforcement-fee clause reciprocal in an action on the contract, with reasonable fees fixed by the court for a party determined to prevail. For settlement purposes, [CLIENT NAME] requests $[AMOUNT] for documented fees and costs as of [DATE]; this is a proposed settlement term, not a court award.
Total requested to settle: $[AMOUNT], consisting of [NET DAMAGES + SUPPORTED INTEREST + AGREED FEES/COSTS]. [CLIENT NAME] requests [PAYMENT / SPECIFIC PERFORMANCE OR CURE STEPS / OTHER AGREED RESOLUTION] by [__/__/____]. This is a requested response date under this letter; identify any separate contractual notice or cure deadline here: [CONTRACT SECTION AND DATE].
Filing period and response
Cal. Code Civ. Proc. § 337(a) generally provides four years for an action founded on a written instrument; § 339(1) generally provides two years for an action not founded on a writing, subject to its exceptions. Claim type, accrual, any special statute, and any valid contractual timing provision must be checked before selecting a filing deadline. This demand does not extend a filing period.
Please respond by [__/__/____] to [CONTACT]. If you dispute the demand, identify the contract language, facts, or calculations you contest and propose a resolution. Please retain the agreement, notices, performance records, payment records, and correspondence relevant to this matter.
[CLIENT NAME] reserves the claims and remedies supported by the agreement and applicable law.
Sincerely,
[SENDER NAME]
Signature: ______________________________
Enclosures: ☐ Agreement ☐ Notices ☐ Invoices or payment records ☐ Loss calculation ☐ Other: [DETAILS]
About this template
- Last updated
- October 4, 2026
- Citations checked
- October 4, 2026
- Jurisdiction
- California
- Category
- Demand Letters
Legal authority
- Cal. Code Civ. Proc. § 337(a) (written-instrument contract period)
- Cal. Code Civ. Proc. § 339(1) (nonwritten contract period and exceptions)
- Cal. Civ. Code § 1717(a) (conditional reciprocal contract fees)
- Cal. Civ. Code § 3287(a) (interest on calculable damages)
- Cal. Civ. Code § 3289(b) (default postbreach contract rate)
- Judicial Council of California, CACI No. 303 (breach of contract elements)
- Judicial Council of California, CACI No. 325 (implied covenant)
- Judicial Council of California, CACI No. 350 (contract damages)
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.
Not legal advice
This template is provided for informational purposes. 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 October 4, 2026.
Cal. Const. art. XV, § 1; Cal. Civ. Code § 3289(b) (checked October 4, 2026): "For many years, the same was true of contract claims. But in 1985, the Legislature enacted a special default rule governing such claims: “If a contract entered into after January 1, 1986, does not stipulate a legal rate of interest, the obligation shall bear interest at a rate of 10 percent per annum after a breach.”"
Cal. Code Civ. Proc. § 337(a) (checked October 4, 2026): "Within four years: (a) An action upon any contract, obligation or liability founded upon an instrument in writing, except as provided in Section 336a"
Cal. Code Civ. Proc. § 339(1) (checked October 4, 2026): "Within two years: 1. An action upon a contract, obligation or liability not founded upon an instrument of writing, except as provided in Section 2725 of the Commercial Code or subdivision 2 of Section 337 of this code"
Cal. Civ. Code § 1717(a) (checked October 4, 2026): "In any action on a contract, where the contract specifically provides that attorney’s fees and costs, which are incurred to enforce that contract, shall be awarded either to one of the parties or to the prevailing party, then the party who is determined to be the party prevailing on the contract, whether he or she is the party specified in the contract or not, shall be entitled to reasonable attorney’s fees in addition to other costs."
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