STATE OF MINNESOTA
DISTRICT COURT
[COUNTY] COUNTY
[__] JUDICIAL DISTRICT
Civil File No.: ______
COMPLAINT
(Breach of Contract)
[// GUIDANCE: This template is drafted for use in a standard money-damages breach-of-contract action filed in Minnesota state district court. It conforms to the Minnesota Rules of Civil Procedure (“MRCP”) pleading standards, incorporates optional jury-trial and injunctive-relief demands, and contains bracketed fields for easy customization.]
TABLE OF CONTENTS
- Parties ........................................................................................................... 2
- Jurisdiction and Venue ............................................................................... 2
- Facts Common to All Claims ..................................................................... 3
- Count I – Breach of Contract ..................................................................... 4
- Damages ...................................................................................................... 5
- Conditions Precedent .................................................................................. 5
- Prayer for Relief .......................................................................................... 6
- Demand for Jury Trial (Optional) .............................................................. 6
- Verification (Optional) ............................................................................... 7
- Signature Block ......................................................................................... 7
1. PARTIES
1.1 Plaintiff. [PLAINTIFF LEGAL NAME], a [state of organization] [corporation/LLC/individual], with its principal place of business at [ADDRESS] (“Plaintiff”).
1.2 Defendant. [DEFENDANT LEGAL NAME], a [state of organization] [corporation/LLC/individual], with its principal place of business at [ADDRESS] (“Defendant”).
2. JURISDICTION AND VENUE
2.1 Subject-Matter Jurisdiction. This Court has subject-matter jurisdiction under Minnesota Constitution art. VI, § 3 and Minn. Stat. § 484.01 because the amount in controversy exceeds $10,000 exclusive of interest and costs.
2.2 Personal Jurisdiction. Defendant is subject to personal jurisdiction in Minnesota because Defendant [resides in Minnesota / is organized under Minnesota law / transacted business within Minnesota and the cause of action arises out of those transactions].
2.3 Venue. Venue is proper in this County under Minn. Stat. § 542.09 because [choose one or more: (a) Defendant resides here; (b) the contract was executed and/or to be performed here; (c) a substantial part of the events or omissions giving rise to the claim occurred here].
[// GUIDANCE: Delete or modify statutory references if uncertain about applicability to your facts.]
3. FACTS COMMON TO ALL CLAIMS
3.1 The Contract. On or about [DATE], Plaintiff and Defendant entered into a written agreement titled “[TITLE OF AGREEMENT]” (the “Contract”), a true and correct copy of which is attached hereto as Exhibit A.
3.2 Plaintiff’s Performance. Plaintiff fully performed, or was ready, willing, and able to perform, all of its obligations under the Contract, including but not limited to:
a. [Describe performance 1];
b. [Describe performance 2].
3.3 Defendant’s Breach. Beginning on or about [DATE], Defendant materially breached the Contract by, inter alia:
a. Failing to pay $[AMOUNT] when due;
b. [Any other specific breach].
3.4 Notice and Opportunity to Cure. On [DATE], Plaintiff sent Defendant written notice of the breach and an opportunity to cure within [__] days, as required by Section [___] of the Contract. Defendant failed to cure.
3.5 Resulting Harm. As a direct and proximate result of Defendant’s breach, Plaintiff has suffered damages in excess of $[AMOUNT], exclusive of interest, costs, and attorneys’ fees.
4. COUNT I – BREACH OF CONTRACT
4.1 Plaintiff realleges and incorporates by reference Paragraphs 1.1 through 3.5.
4.2 The Contract is a valid and enforceable agreement supported by adequate consideration.
4.3 Plaintiff performed all conditions precedent or such conditions have been waived.
4.4 Defendant materially breached the Contract as set forth above.
4.5 Plaintiff has been damaged in an amount to be proven at trial, but in no event less than $[AMOUNT].
5. DAMAGES
5.1 Compensatory Damages. Plaintiff seeks expectation, incidental, and consequential damages, including lost profits, in accordance with the Contract and applicable law.
5.2 Pre-Judgment Interest. Plaintiff seeks pre-judgment interest at the statutory rate from the date each payment became due until judgment is entered.
5.3 Attorneys’ Fees and Costs. Pursuant to Section [___] of the Contract and/or Minn. Stat. § 549.211, Plaintiff seeks recovery of its reasonable attorneys’ fees and costs.
5.4 Equitable Relief. If monetary damages prove inadequate, Plaintiff seeks specific performance or injunctive relief ordering Defendant to [describe equitable relief], as authorized by Minn. R. Civ. P. 65.
6. CONDITIONS PRECEDENT
All conditions precedent to Defendant’s obligations occurred, were performed, or were waived.
7. PRAYER FOR RELIEF
WHEREFORE, Plaintiff respectfully requests that the Court enter judgment in its favor and against Defendant as follows:
a. Awarding compensatory damages in an amount to be determined at trial but not less than $[AMOUNT];
b. Awarding pre-judgment and post-judgment interest as allowed by law;
c. Awarding Plaintiff its reasonable attorneys’ fees, costs, and disbursements;
d. Ordering specific performance and/or injunctive relief as the Court deems just and proper; and
e. Granting such other and further relief as the Court deems equitable and just.
8. DEMAND FOR JURY TRIAL (OPTIONAL)
Plaintiff hereby demands a trial by jury on all issues so triable. Minn. R. Civ. P. 38.
[// GUIDANCE: Omit Section 8 if Plaintiff does not want a jury.]
9. VERIFICATION (OPTIONAL)
I, [NAME], [TITLE] of Plaintiff, state under penalty of perjury that I have read the foregoing Complaint and that the facts stated therein are true and correct to the best of my knowledge, information, and belief.
Date: __ 202_
[NAME]
[// GUIDANCE: Minnesota does not generally require verified complaints for contract claims, but verification may be strategic.]
10. SIGNATURE BLOCK
Dated: __ 202_
Respectfully submitted,
[ATTORNEY NAME] (#______ )
[LAW FIRM NAME]
[ADDRESS]
[PHONE] | [EMAIL]
ATTORNEY FOR PLAINTIFF
APPENDIX
Exhibit A – Contract
[Attach copy of the operative contract.]
[// GUIDANCE:
Service Requirements
• A Summons must be issued and served together with this Complaint in accordance with Minn. R. Civ. P. 4.
• Personal service is required unless Defendant will waive service.
• File the Summons and Complaint with proof of service within the time mandated by court rules or local standing orders.
Discovery Limits
• Standard discovery provisions under Minn. R. Civ. P. 26 apply. Minnesota imposes presumptive limits of (i) 50 interrogatories, including subparts, and (ii) 50 document requests, absent stipulation or court order.
• Initial disclosures are required within 60 days after service of the last pleading.
Formatting Tips
• Use double-spaced text and 12-point font per local practice.
• Caption must identify judicial district and county.
• Paginate consecutively and include footers with filing attorney’s name and phone number if local rules require.
Risk Management
• Double-check the statute of limitations (generally 6 years for written contracts in Minnesota, Minn. Stat. § 541.05, subd. 1).
• Confirm there are no mandatory arbitration or mediation clauses that would bar filing.
• If the Contract contains a forum-selection clause, analyze enforceability before filing in Minnesota state court.
]