First, an agreement a court will enforce
Every breach of contract claim begins with a contract, and that is not always as obvious as it sounds. A signed document usually settles the point, but disputes often involve emails, purchase orders, text messages, or a handshake deal, and the question becomes whether the parties actually agreed on the essential terms. Some agreements must be in writing to be enforceable, including many involving real estate, and that requirement can defeat a claim built on conversations. Courts also consider whether later emails or conduct modified the original terms. When the agreement itself is unclear, the fight over what it means can outgrow the fight over what happened.
Your side of the bargain and theirs
A plaintiff generally has to show that it performed its own obligations, or was excused from doing so, and that the other party failed to do something the contract required. Defendants often answer that the plaintiff breached first, that a condition never occurred, or that the contract permitted what they did. Minor deviations are usually treated differently from failures that go to the heart of the deal. Keep the contract, every amendment, invoices, delivery records, and the communications showing what each side did and when. Notice provisions matter as well, because some contracts require written notice and an opportunity to cure before a breach can be declared.
Then, a loss that can be measured
Damages must be connected to the breach and proven with reasonable certainty, which is why speculative lost profits are often hard to recover, especially for a new business. The contract may also limit what can be claimed, through clauses that cap damages or exclude categories of loss. In New York, a party that proves a breach but cannot prove actual damages may be limited to nominal damages, which changes whether the case is worth pursuing. Our review tests each part of the claim against your documents, identifies the weakest point, and considers whether that weakness can be addressed before anything is filed. It also helps decide whether a demand letter, a negotiation, or a lawsuit is the right first move.
