Demand Letter for Contract Performance (California)

CALIFORNIA DEMAND LETTER FOR CONTRACT PERFORMANCE

Sender: [LAW FIRM OR CLAIMANT NAME]

Address: [ADDRESS]

Contact: [PHONE AND EMAIL]

Date: [__/__/____]

To: [OTHER PARTY NAME AND ADDRESS]

Re: Demand to perform [CONTRACT TITLE] dated [__/__/____]

Dear [RECIPIENT NAME]:

[I REPRESENT CLIENT NAME / I AM CLIENT NAME]. This letter gives notice of the unmet obligation described below and requests performance under the agreement identified above. A copy is enclosed.

Agreement, performance, and unmet obligation

Section [NUMBER] of the agreement requires [OTHER PARTY] to [QUOTE SPECIFIC DUTY]. [CLIENT NAME] [PERFORMED THE SIGNIFICANT OBLIGATIONS REQUIRED OF CLIENT / WAS EXCUSED FROM THEM] because [FACTS]. Conditions to [OTHER PARTY]'s performance [OCCURRED / WERE WAIVED / WERE EXCUSED] as follows: [FACTS].

[OTHER PARTY] failed to [SPECIFIC ACT] by [DATE], as shown by [RECORDS]. The lack of performance has caused [SPECIFIC EFFECT ON CLIENT]. [CLIENT NAME] notified [OTHER PARTY] on [DATE] by [METHOD]; the response was [DETAILS].

The agreement [DOES / DOES NOT] specify a performance date or cure period in section [NUMBER OR NONE]. If it specifies no time for an act, Cal. Civ. Code § 1657 allows a reasonable time; this letter requests completion by the date below after considering [FACTS SUPPORTING REASONABLENESS].

Performance requested

Please complete the following by [__/__/____] at [LOCATION OR DELIVERY METHOD]:

1. [DESCRIBE EXACT PERFORMANCE AND CONTRACT SECTION].
2. [DESCRIBE DOCUMENT, DELIVERY, PAYMENT, OR CORRECTIVE STEP, IF ANY].
3. Confirm completion in writing to [CONTACT].

This is the requested response and performance date. If the agreement requires a different notice or cure procedure, identify it and complete the contract's required steps before sending this letter: [PROCEDURE AND DATE].

☐ Adequate assurance for a contract for sale of goods only: [CLIENT NAME] has reasonable grounds for insecurity about your future performance because [FACTS]. Under Cal. Com. Code § 2609(1), [CLIENT NAME] demands written assurance of [SPECIFY PERFORMANCE AND ASSURANCE] by [DATE]. Any suspension must be commercially reasonable and limited to our performance for which we have not already received the agreed return. After a justified demand, failure to provide adequate assurance within a reasonable time, no more than 30 days after receipt, is a repudiation under § 2609(4).

☐ Anticipatory repudiation of a contract for sale of goods only: [OTHER PARTY] [WORDS OR CONDUCT] repudiated performance not yet due, and loss of that performance would substantially impair the value of the contract because [FACTS]. [CLIENT NAME] reserves the options available under Cal. Com. Code § 2610, including awaiting performance for a commercially reasonable time or pursuing a supported breach remedy.

☐ Agreement to transfer real property only: [CLIENT NAME] may seek specific performance if the facts and agreement support it. Cal. Civ. Code § 3387 presumes that money does not adequately remedy a breach of an agreement to transfer real property; the presumption is conclusive for a single-family dwelling the party seeking performance intends to occupy and rebuttable in other cases. The requested act and contract terms must also be sufficiently definite; § 3390 bars specific enforcement of some obligations, including personal services and insufficiently certain acts. State the property, transfer duty, and basis: [DETAILS].

Loss, fees, and response

[CLIENT NAME] also requests $[AMOUNT] for [ITEMIZED LOSS CAUSED BY BREACH], supported by [RECORDS]. Contract damages aim to place the injured party in the position promised performance would have provided; claimed losses must be supported rather than speculative. See Judicial Council of California, CACI No. 350.

☐ Fees, if supported by a contract clause: Section [NUMBER] provides [QUOTE ENFORCEMENT-FEE CLAUSE]. Cal. Civ. Code § 1717(a) makes a qualifying clause reciprocal in an action on the contract, with reasonable fees determined for a party who prevails. For settlement, [CLIENT NAME] proposes $[AMOUNT] in documented fees and costs; this is a proposed settlement term, not a court award.

Please respond in writing by [__/__/____] to [CONTACT]. If you dispute the demand, identify the contract terms and facts you rely on and propose a resolution. Please retain relevant contract, payment, delivery, and correspondence records.

Cal. Code Civ. Proc. § 337(a) generally provides four years for an action founded on a written instrument, and § 339(1) generally provides two years for one not founded on a writing, subject to its exceptions. Claim type, accrual, special statutes, and any valid contract timing term require separate review. This letter does not extend a filing period.

An offer made in compromise is subject to Cal. Evid. Code § 1152(a)'s limited rule against use to prove liability for the claimed loss. A later mediation does not automatically turn this earlier letter into a mediation communication under § 1119. [CLIENT NAME] reserves the claims and remedies supported by the agreement and applicable law.

Sincerely,

Signature: ______________________________

Printed name and role: [NAME / ROLE]

Enclosures: ☐ Agreement ☐ Notice record ☐ Performance record ☐ Loss calculation ☐ Other: [DETAILS]