Terms that control the disagreement
Many contracts set rules for disputes long before one arises. Notice-and-cure provisions may require written notice and a chance to fix a problem before you can terminate. Other clauses can choose the governing law and the court, require mediation or arbitration, cap damages, or shift legal fees to the party that does not prevail. Reading those terms first often changes the plan, because a step taken in the wrong order can weaken an otherwise strong position. Check, too, whether later emails, purchase orders, or side letters changed the terms, because the signed document is not always the full picture.
Keep performing, or stop?
Whether to keep performing while you disagree is one of the hardest early decisions. Stopping can protect you from further losses, but it may be treated as a breach of your own if the other side's failure was not serious enough to justify it. Continuing under protest, with a written reservation of rights, is sometimes the safer path. Emails sent in frustration often turn up later as exhibits, so keep communications factual and consider having counsel review important letters before they go out. Keep the signed contract, amendments, change orders, invoices, and messages that show how both sides actually behaved under the agreement.
Choosing how to resolve it
Many contract disputes resolve through a demand letter and negotiation, especially when both sides want to keep doing business together. Others need mediation, arbitration, or a lawsuit, and the right choice depends on the amount at stake, the contract terms, and how quickly you need an answer. Limitations periods for contract claims in New York are often longer than for injury cases, but contract terms can shorten them, and delay can still hurt your position. With the contract and the timeline in front of us, we can agree on the next written step, whether that is a notice, a response, or a demand.
