What do I have to prove for my breach of contract lawsuit? My name is Andrew Ayers and the business law and estate planning attorney with offices in Edina Minnesota and New York City. Today we're going to talk about the basic things you're going to have to prove if you file a breach of contract lawsuit. A lot of times when we're dealing with business lawsuits, the first question you have to look at is what state or what federal court you're going to be in the reason is a lot of laws are very unique and individualized to the different states with a different law that applies. However, when we're looking at a breach of contract. This is one of the few areas we really have a basic four elements. Now the wording might be a little bit different in your local code. But the reality is there's four elements for breach of contract. We're going to talk about them today. And this is what you need to consider before you bring a breach of contract loss. So the four elements First, the parties have to enter into a valid contract. Second, one party has to perform its obligation or have a reason why it didn't perform its obligations under that contract. Third, the other party failed to perform. And fourth, one party has suffered damages due to the fact that there was not performance for things. That's all you need. That sounds pretty simple. But there's actually a lot of complexity built into each of these different elements, which is why it's important that you talk to attorneys to talk to professionals who work in this area to make sure you understand what you need to file on what you need to prove if you're bringing a breach of law, breach of contract lawsuit. Now the first thing we look at is was there actually a valid contract? Now before you can even bring a breach of contract case, you have to make sure there was a contract this morning, I was working on another case where the plaintiff sued my client, and all of the different issues are from a contract, but they couldn't file for a breach of contract because the plaintiff and my client, they never signed a contract. So they can't bring the breach of contract lien because the contract itself is between my client and a third party who wants nothing to do with this litigation. So when we are in front of the court this morning, the other attorneys arguing for all these contractual principles, and the judge said wait a second. There isn't a breach of a contract. You didn't sign a contract. The other party kept saying well, but there is a contract is between the defendant and this other party, which I took but that's not in front of me right now. That's not a breach of contract we're talking about. So you have to make sure you actually have a contract if you're suing for breach of contract. And if we're going to look at whether there was a valid contract. Once again, there's about four different things we need to look at. The first thing is one party has to make an offer and the other party has to accept it. Second basic contract formation requirement is there has to be something something of value. We call it consideration the law that's exchanged between the parties. The third, we have to make sure everybody can sign the contract. One of the parties can't be under the age of 18, or can't be under some mental incapacity. They can't be hammered at a bar and sign a contract that they don't remember signing the next morning. And the fourth thing is that contract can't be illegal. So as much as your driver may want to think that they can enter into a contract or all the drugs are selling illegally. It's not gonna be upheld by a court. And maybe you're selling international arms and international arm to deal and you're selling weapons to another country. Unfortunately, that's probably not going to be a valid contract. So we're looking at a breach of contract. We have to look first at whether there was a valid contract. And next we have to look at whether or not there's issues with the ability of somebody to perform under the contract. So the last couple of years have taught us that there's a lot of supply chain issues that come and if a global pandemic hits again, are you even able to perform under your contract? Back in the day we used to have force majeure clauses that actually set things like a global pandemic or acts of terrorism and acts of God, but a lot of people didn't take it seriously because when is that ever going to happen? Well, 2020 happened and here we are. So now we have to look at what does our force majeure focus on? Is there a provision in your contract that says if the supply chain is shut down? If you're unable to get your widgets from China to do you still have to perform under the contract, and that that causes in there and the other party couldn't perform because of the supply chain issues? You may not actually have a breach of that contract. While then you have to look at this images. And then we look at damages the question is,

what are you actually losing by the breach of contract? So one of the classic examples I like to give is, if you're working in auto shop and you order 1000 ball bearings for an engine that you're rebuilding, and you order them in silver, but they come in gray instead. Now if this little part is the same size works exactly the same, the only difference is Silver's instead of gray. What are the real data because because that gray ball bearing works just as well as the silver. So while the other party may have actually breached the contract, it may not be material and you may not have damages because you're still able to lose those actual ball bearings are another situation. You may have a contract that says that somebody owes you money and you're supposed to then pay that on to another party or a third party. Well, if you don't ever pay that money, that third party, does the other party actually owe you the money? Probably not. You haven't been damaged because nobody's had to spend any money and really it's just a contract on a piece of paper. So here's just a few things you want to think about if you want to bring a breach of contract lawsuit. Now, if you're running a business, you need to know that you can't file a lawsuit on your own. Businesses need to be represented by attorneys. But if you're an individual, you can absolutely try to file a breach of contract last. But I'll tell you to be careful, because we've got to make sure these elements are met and they're properly put in the pleadings. They have to be in that complaint in that summons. In that initial petition you filed with the court or that case may be dismissed. This is one of the primary reasons that and I'm sure you understand as an attorney I'm going to tell you to work with professionals to make sure you get that feeling drafted correctly, that complaint, that petition that has all of the elements of a breach of contract. If you're not sure where to get started, where you want to take the next steps and go through some of your options. You can go to my website, Andrew M ayers.com. There's a red legal Strategy Session button on the front page. Click on that you'll be taken to my personal calendar. We can hop on a 15 or 20 minute call and go through the various options you have if you're considering bringing a breach of contract action.

Andrew Ayers
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I work with business and estate planning clients to craft legal solutions to protect their legacies.