Breach of Contract Attorneys in Saratoga, CA
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Request a Free Consultation →Understanding Breach of Contract in California
A contract is breached when one party fails to perform a required obligation without a legal excuse.
In California, a valid contract can be written, oral, or implied through the parties' conduct, though certain agreements, such as real estate transactions, must be in writing to be enforceable.
The same conduct often supports parallel claims, including business fraud when the promise was never meant to be kept, and breach of fiduciary duty when the parties owed each other more than an arm's length obligation.
Breaches fall into two categories, and which one applies determines what remedies are available.
A material breach strikes at the heart of the agreement, such as non-payment or non-delivery, while a minor breach involves only a technical failure that does not defeat the contract's purpose. That distinction also determines whether the non-breaching party can terminate the agreement altogether.
California law offers several avenues for recovery whether you are owed performance or accused of a breach.
Whether you are owed money, services, or performance under a contract, or have been wrongly accused of breaching one, California law provides ways to recover damages, compel performance, or defend against an unfounded claim.
What Our Breach of Contract Attorneys Do
We Work Both Sides of Contract Disputes
In any given month we are enforcing agreements for some clients and defending against enforcement for others. That matters to you for a practical reason. A firm that only ever sues has one recommendation. Because we sit on both sides, we can tell you early and candidly whether your case is worth litigating, what it will likely cost, and what the other side is probably hearing from their own counsel.
Breach of Contract FAQs
A breach occurs when a party fails to perform any promise that forms all or part of a contract, without a legal excuse. This includes non-payment, late or defective performance, and outright refusal to perform. The contract can be written, oral, or implied by conduct, though some agreements must be in writing under California's statute of frauds.
The statute of limitations depends on the contract type. Written contracts generally have four years to file suit, while oral contracts have two years. The clock ordinarily runs from breach, although particular claims and circumstances may affect accrual or tolling.
The clock generally starts at breach. Not at signing, and not when you found out. That distinction matters most in agreements involving payment over time, because a contract that has been breached more than once may have more than one starting date, and some of your claims may still be live even if the earliest ones are not. If you think you may be close to a deadline, that is a reason to call now rather than a reason to assume it is too late.
| Type of claim | Deadline | When the clock generally starts |
|---|---|---|
| Breach of a written contract | 4 years | At breach, not at signing |
| Breach of an oral contract | 2 years | At breach |
| Fraud | 3 years | When the fraud was discovered, or reasonably should have been |
| Breach of fiduciary duty | Often 4 years | Varies with the nature of the misconduct |
| Claims sounding in fraud or concealment | 3 years | On discovery |
These are general periods. Which one applies to a particular claim depends on how the claim is pleaded and on facts specific to your situation, and more than one period can apply to the same set of events. If you are close to a deadline, that is a reason to call now rather than a reason not to.
California generally allows recovery of the benefit of the bargain, the amount needed to put you in the position you would have been in had the contract been performed. This can include direct damages, consequential damages (foreseeable losses caused by the breach), and in some cases, attorney's fees if the contract includes a fee-shifting provision.
Generally yes, if the breach is material. A material breach by one party excuses the other party's further performance and may allow them to terminate the agreement and sue for damages. Minor or partial breaches typically do not excuse performance entirely.
Not always. California enforces oral and implied contracts in most circumstances. However, the statute of frauds requires certain agreements to be in writing, including contracts for the sale of real property, agreements that cannot be performed within one year, and certain guarantees.
A material breach defeats the essential purpose of the contract, such as failing to deliver goods at all, and allows the non-breaching party to treat the contract as terminated. A minor breach is a partial or technical failure that does not undermine the contract's core purpose, and the non-breaching party generally must still perform but can sue for the resulting damages.
Yes, in most cases. Oral contracts and implied-in-fact contracts, formed through the parties' conduct, are enforceable in California, though they can be harder to prove. Emails, texts, invoices, and performance history often serve as key evidence.
You are not required to have an attorney, but contract disputes often involve complex damages calculations, defenses, and procedural deadlines. An experienced business litigation attorney can evaluate your contract, calculate your damages, and pursue the fastest path to resolution, whether through negotiation, mediation, or litigation.
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Results depend on the specific facts and law of each matter. Prior results do not guarantee or predict a similar outcome in any other case.