[COURT HEADER – CAL. R. CT. 2.111]

SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF [COUNTY NAME]

[// GUIDANCE: Modify caption for “Limited Civil” cases (≤ $25,000) per Cal. R. Ct. 3.401 et seq.]

VERIFIED COMPLAINT FOR BREACH OF CONTRACT

[// GUIDANCE: Omit “Verified” if you elect an unverified pleading.]

1. PARTIES

1.1 Plaintiff [PLAINTIFF FULL LEGAL NAME] (“Plaintiff”) is, and at all relevant times was, a [corporation/LLC/individual] duly organized and existing under the laws of [State] with its principal place of business/residence in [County, State].
1.2 Defendant [DEFENDANT FULL LEGAL NAME] (“Defendant”) is, and at all relevant times was, a [corporation/LLC/individual] organized under the laws of [State] with its principal place of business/residence in [County, State].
1.3 The true names and capacities of DOES 1–10 are presently unknown to Plaintiff, who therefore sues said Defendants by such fictitious names. Plaintiff will amend this Complaint to allege their true names and capacities when ascertained.

2. JURISDICTION & VENUE

2.1 This Court has subject-matter jurisdiction because the amount in controversy exceeds $25,000 and is therefore an Unlimited Civil matter.
2.2 Venue is proper in this County under applicable California authority because (a) the contract was entered and/or to be performed here and/or (b) Defendant resides or does business here.
2.3 Defendant is subject to personal jurisdiction in California because it [is domiciled here / has sufficient minimum contacts / consented in the contract].

3. FACTUAL ALLEGATIONS

3.1 On or about [Date], Plaintiff and Defendant entered into a written contract titled “[Contract Name]” (the “Agreement”), a true and correct copy of which is attached hereto as Exhibit A and incorporated by reference.
3.2 Pursuant to the Agreement, Defendant agreed to [describe key obligations], and Plaintiff agreed to [describe Plaintiff’s obligations].
3.3 Plaintiff has fully performed all conditions, covenants, and promises required of it under the Agreement, except for those obligations Plaintiff was excused from performing.
3.4 Beginning on or about [Date], Defendant breached the Agreement by [specific acts/omissions constituting breach].
3.5 As a direct and proximate result of Defendant’s breach, Plaintiff has suffered damages in an amount to be proven at trial but estimated to exceed $[amount].

4. FIRST CAUSE OF ACTION

Breach of Written Contract (Against All Defendants)
4.1 Plaintiff realleges paragraphs 1 through 3 as though fully set forth herein.
4.2 The Agreement is a valid and enforceable contract.
4.3 Plaintiff performed, or was excused from performing, all conditions precedent.
4.4 Defendant’s above-described conduct constitutes a material breach of the Agreement.
4.5 Plaintiff has been damaged in an amount according to proof at trial, plus pre- and post-judgment interest as permitted by law.

[// GUIDANCE: Add additional contract-related causes of action (e.g., Breach of the Implied Covenant, Quantum Meruit) as warranted by facts.]

5. SECOND CAUSE OF ACTION (OPTIONAL)

Common Counts—Account Stated (Against All Defendants)
5.1 Plaintiff realleges paragraphs 1 through 3.
5.2 Within the last four years, Plaintiff and Defendant had an account stated in writing whereby Defendant agreed to pay Plaintiff $[amount].
5.3 No part of that sum has been paid, and $[amount], plus interest, is now due and owing.

6. PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment against Defendant as follows:
a. For compensatory damages in an amount according to proof, but not less than $[amount];
b. For prejudgment and post-judgment interest at the maximum legal rate;
c. For costs of suit herein incurred;
d. For such other and further relief as the Court deems just and proper.

7. DEMAND FOR JURY TRIAL

Plaintiff hereby demands a trial by jury on all issues so triable.

VERIFICATION

I, [Name], am the [Title/Role] of Plaintiff [Entity/Individual] in the above-entitled action. I have read the foregoing Complaint and know the contents thereof. The same is true of my own knowledge except as to those matters that are stated on information and belief, and as to those matters I believe them to be true.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on [Date], at [City, State].

[NAME OF SIGNATORY]
[Title, if applicable]

EXHIBIT A

(Executed Agreement)

[// GUIDANCE: Attach the fully-executed contract or, if unavailable, plead its substance per Cal. pleading standards.]

SERVICE & PROCEDURAL NOTES

[// GUIDANCE: These notes are NOT part of the filed pleading.]
• Service: Plaintiff must serve the Summons (Judicial Council form SUM-100) and this Complaint pursuant to Cal. Code Civ. Proc. §§ 413.10–417.40.
• Proof of Service: File form POS-010 after service.
• Case Management: Within 60 days of filing, serve the Statement of Damages (if seeking punitive damages) and comply with Cal. R. Ct. 3.720–3.734.
• Discovery Limits: Standard limitations under the Civil Discovery Act apply (e.g., 35 specially-prepared interrogatories, 10 depositions absent stipulation or motion). Consider early requests for production of the contract and related documents.
• ADR: Check local rules for mandatory settlement conferences or mediation requirements.