Business Litigation | Intellectual Property

Breach of Contract Litigation

When two parties sign a contract, each expects the other to perform its contractual obligations. Unfortunately, this does not always occur. Breaches of contract can arise from disputes over the meaning of contractual terms, from unexpected circumstances that affect a party’s ability to perform or from a party simply refusing to live up to its contractual obligations. Whatever the reason, resolution of a breach of contract case is often a high-stakes matter for all parties involved. Rhode Island business litigation attorney Eric Renner - Renner Law has successfully represented businesses of all types and sizes in breach of contract cases.

What is a Breach of Contract?

In a breach of contract case, a plaintiff generally must prove three elements: (1) that a contract exists; (2) that the defendant breached the contract; and (3) that the defendant's breach of contract caused the plaintiff damages.

What are the Elements of a Contract?

The elements of a contract are: (1) offer; (2) acceptance; (3) consideration; (4) mutuality of agreement; and (5) mutuality of obligation. The court must make the predicate findings of offer, acceptance, consideration and breach requisite to determining a breach of contract claim. A party establishes a breach of contract claim when that party demonstrates a violation of a contractual obligation, either by failing to perform one's promise or by interfering with another party's performance.

What are the Remedies for a Breach of Contract?

Several remedies are available in breach of contract cases: (1) damages; (2) specific performance; (3) contract recession; and (4) contract modification.

Damages are monetary awards and can include:

Compensatory damages – damages for a monetary amount that is designed to put the injured party in the position it would have been had the breach not occurred. There are two types of compensatory damages: expectation damages and consequential damages. Expectation damages are intended to cover what the injured party expected to receive under the contract. Consequential damages go beyond the contract itself and are intended to reimburse the inured party for indirect damages other than contractual losses, such as loss of business profits.

Liquidated damages - damages that are specifically stated in the contract. Liquidated damages provisions are enforceable if the amount of damages caused by a breach are difficult to ascertain in advance and the amount set as liquidated damages is fair and not out of proportion with the damage the party would likely sustain.

Punitive damages – damages that are intend to punish the breaching party and to deter him or her from committing any future breaches. These are rarely awarded in breach of contract cases absent some element of fraud or unfair trade practice.

Nominal damages - damages that are awarded when the injured plaintiff does not actually incur a monetary loss, but the court wants to show that the winning party was in the right.

Restitution – while not really damages per se, restitution is an equitable remedy awarded to prevent the breaching party from being unjustly enriched. For example, if one party delivers goods and the other party fails to pay, the party that delivered the goods may be entitled to restitution to prevent the non-paying party from being unjustly enriched.

In addition to monetary damages, equitable remedies may be available if money damages will not remedy the breach of contract. Equitable remedies typically involve a court order mandating that a party do something or refrain from doing something. Types of equitable remedies include:

Specific performance – a court order directing the breaching party to perform their part of the contract. For example, if one party has paid for a delivery of goods, but the other party did not deliver them, a specific performance order may require the breaching party to deliver the goods.

Rescission – the court may order that the contract is "rescinded" (or, cancelled), and a new contract may be formed to meet the parties’ needs.

Reformation – the court may order that the contract is rewritten with new contract terms reflecting the parties’ true intent.

Successfully Litigating All Types of Breach of Contract Disputes

Renner Law represents clients in a wide range of contractual disputes, including:

  • Commercial contracts and general business contracts
  • Employment contracts
  • Noncompete agreements
  • Sales contracts
  • Operating agreements and partnership agreements
  • Purchase and sale agreements
  • Real estate sales contracts
  • Confidentiality and nondisclosure agreements
  • Insurance contracts
  • Consumer contracts
  • Warranties and guarantees
  • Construction contracts

Determining when a party is in breach is not always straightforward, especially when contract terms are vague or subjective. Moreover, breaching parties may have numerous defenses in a breach of contract case. Renner Law has the litigation experience necessary to recover on or defend against breach of contract claims, including claims arising under the Rhode Island and Massachusetts versions of the Uniform Commercial Code.

Renner Law can guide you through the various stages a breach of contract case may enter, be it pre-suit investigation, trial preparation, settlement negotiations, alternative dispute resolution proceedings, or trial. Whether your goal is to preserve the business relationship with the other party, or to zealously pursue litigation, we can assist.

Renner Law serves breach of contract clients throughout Rhode Island and Massachusetts from its Providence, Rhode Island offices. Call (401) 404-5251 or contact Renner Law online today.