Not every breach is the same
A breach of contract can be minor or serious, and the difference changes what you are allowed to do next. A minor shortfall usually lets you recover your loss but still requires you to keep performing your own side. A material breach, one that goes to the heart of the deal, may let you stop performing or end the contract, though deciding that on your own is risky if a court later sees the breach as smaller. When the other side clearly says in advance that it will not perform, that repudiation can itself be treated as a breach, but the statement has to be unequivocal. Many contracts add their own rules about notice and a chance to fix the problem.
If you are the one accused
A letter accusing your business of breach deserves a measured response, not a quick denial or a quick concession. Gather the contract, all amendments and change orders, and the correspondence showing what each side did and when. Look at whether the other side failed to perform first, whether it accepted the work or payments without objection, and whether the contract limits damages. Avoid informal admissions in emails while the dispute is live. If the relationship is ongoing, decide with counsel whether to keep performing while the disagreement is worked out.
What our first review covers
We read the agreement, identify the provisions that govern disputes, and check for a forum selection or arbitration clause. We then talk through your goals, since some clients want the contract performed, some want out, and some want compensation. In New York, a fraud claim that simply restates the contract claim is usually dismissed, so we look for genuinely separate facts before adding other claims. Time limits apply and vary by state and by type of claim. Bring the contract and the key messages, and we can usually identify the main decision points quickly.
