## Breach of contract in Massachusetts Contract disputes are the most common type of business litigation. Massachusetts contract law follows common-law principles supplemented by the Uniform Commercial Code (UCC) for goods. ## Elements of breach-of-contract claim **Plaintiff must prove:** 1. **Valid contract** existed 2. **Plaintiff performed** (or excused from performance) 3. **Defendant breached** the contract 4. **Damages** resulted ## Element 1 — valid contract **Required elements:** - **Offer + acceptance** — meeting of minds - **Consideration** — both sides give something - **Mutual assent** — agreement on essential terms - **Capacity** — parties legally able to contract - **Lawful purpose** — not for illegal goal **Form requirements (Statute of Frauds):** - Real-estate contracts (sale of land) - Contracts that can't be performed within 1 year - Marriage-related contracts - Sale of goods $500+ (UCC) - Suretyship / guaranty - ${s.name}-specific provisions **Often need writing — but not always.** ## Types of contracts **Express contracts:** - Specific terms agreed - Written or oral - Most common **Implied-in-fact:** - Conduct shows agreement - Course of dealing - No explicit terms **Implied-in-law (quasi-contract):** - Not really contract - Equity remedy - Unjust enrichment - When other party benefits without paying ## Element 2 — performance / excuse **Plaintiff must show:** - Substantially performed obligations - Or had legitimate reason to not perform - Conditions precedent satisfied - Material breach by other side excusing performance - Frustration of purpose / impossibility - Force majeure (if contract provides) ## Element 3 — breach **Types of breach:** **Material breach:** - Goes to essence of contract - Significantly impairs purpose - Other party may withhold performance - Other party may sue + recover **Minor (immaterial) breach:** - Doesn't go to essence - Other party must continue performance - May recover damages from breach **Anticipatory repudiation:** - Clear statement / action of intent not to perform - Before performance due - Allows immediate suit - Can wait until performance time + then sue **Substantial vs total performance:** - Substantial = good-faith with minor variations - Total = exact performance - Most contracts only require substantial ## Element 4 — damages **Most contract cases turn on damages.** **Compensatory damages:** **1. Expectation damages** (most common): - Put non-breaching party in position as if performed - Lost profits + benefits - Cost of replacement / cover - Most lucrative recovery typically **2. Reliance damages:** - Costs incurred in reliance - Used when expectation hard to prove - Lower recovery typically **3. Restitution:** - Return what's been transferred - Disgorgement of unjust benefit - Used when cancellation appropriate **Consequential / special damages:** - Foreseeable losses beyond direct damages - Hadley v. Baxendale rule - Must be reasonably foreseeable at contract time - Often limited / disclaimed in contract **Liquidated damages:** - Pre-agreed in contract - Reasonable estimate of likely damages - Not penalty (reasonable amount) - Saves proof problems **Punitive damages:** - Generally NOT available for breach - Available if breach involves tort (fraud, etc.) - Sometimes available in special circumstances - ${s.name} may have specific rules ## Limitations on damages **Mitigation requirement:** - Non-breaching party must minimize losses - Reasonable efforts required - Failure to mitigate = reduced recovery - Different standards in different contexts **Foreseeability:** - Damages reasonably foreseeable at contracting - Special damages need notice - Hadley rule applies **Certainty:** - Damages provable with reasonable certainty - Speculative damages not recoverable - Lost profits often hardest to prove **Causation:** - Damages caused by breach - Not other causes - Proximate cause analysis ## Equitable remedies (when damages inadequate) **Specific performance:** - Court orders actual performance - Used when damages inadequate - Real estate (always unique) - Unique goods - Limited to feasible / appropriate cases **Injunction:** - Stop breach / further harm - Mandatory + prohibitory injunctions - Preliminary + permanent - Discretionary remedy **Reformation:** - Court rewrites contract - For mutual mistake - Or fraud - Limited circumstances **Rescission:** - Cancel contract - Restore parties to pre-contract position - Material breach / fraud ## Defenses to breach claims **Contract validity defenses:** - **Mistake** (mutual / unilateral) - **Fraud** (in inducement / in execution) - **Duress** (physical / economic) - **Undue influence** - **Capacity** (minor / mental) - **Statute of frauds** (no writing) - **Public policy** / illegality - **Unconscionability** **Performance defenses:** - **Substantial performance** (you did enough) - **Impossibility** of performance - **Impracticability** of performance - **Frustration of purpose** - **Force majeure** (if contract provides) - **Conditions** not satisfied - **Waiver** by other party - **Estoppel** **Damages defenses:** - **Failure to mitigate** - **Speculative damages** - **Causation** (other causes) - **Liquidated damages clause** (limited remedies) - **Limitation of liability** (contract provision) **Procedural defenses:** - **Statute of limitations** - **Laches** (delay) - **Standing** - **Improper venue** / jurisdiction ## Statute of limitations **${s.name}-specific:** - Written contracts: typically 4-15 years - Oral contracts: typically 2-6 years - UCC sales of goods: 4 years (UCC § 2-725) - Open accounts: typically 3-6 years - ${s.name} has specific deadlines **Triggers:** - Date of breach (usually) - Sometimes discovery rule - Continuing breaches reset clock ## UCC contracts (sale of goods) **UCC Article 2** governs sale of goods: - Different rules than common law - More flexible ("battle of forms") - Implied warranties - Specific remedy structure - 4-year statute of limitations **Implied warranties:** - **Merchantability** (fit for ordinary purpose) - **Fitness for particular purpose** (when seller knows buyer's purpose) - **Title** (good title transferred) **Can be disclaimed** with specific language. ## Practical considerations **Pre-litigation:** - Demand letter (often resolves) - Settlement negotiation - Mediation (some contracts require) - Cost-benefit analysis **Cost considerations:** - Litigation expensive ($25K-$500K+) - Time-consuming (1-3 years) - Uncertain outcomes - Discovery costs significant **Settlement leverage:** - Strength of case - Defendant's resources - Insurance coverage - Reputation impact - Future business relationship ## Attorney's fees **"American Rule":** - Each side pays own fees - Default rule **Exceptions:** - Contract provides for fees - Statute provides for fees - Common-fund cases - Frivolous litigation - Bad faith **Fee provisions critical** — review contracts before signing. ## Choice of law + venue **Most contracts specify:** - Governing law (state) - Forum (where to sue) - Arbitration (if any) - Limitation periods **${s.name} courts generally enforce these provisions** unless unconscionable. ## Common mistakes - **No written contract** — oral often unenforceable - **Ambiguous terms** — "reasonable" / "timely" disputes - **No remedy provisions** — damages limited - **No attorney's fees provision** — bears own costs - **Continuing performance after breach** — waiver risk - **Not preserving evidence** — emails, drafts, communications - **Missing statute of limitations** — claim barred - **Settling without release** — multiple claims possible - **Liquidated damages too high** — unenforceable as penalty ## What you should do If you're facing breach of contract in Massachusetts: gather all contract documents + communications, calculate damages, send demand letter, then consult a business / commercial litigation attorney. Most Massachusetts business attorneys handle contract disputes; some specialize. Costs vary widely ($25K-$500K+ for full litigation). Mediation often saves substantial money. --- *This guide is general information about Massachusetts law as of mid-2026 and is not legal advice. Contract disputes are highly fact-specific. Talk to a licensed Massachusetts business attorney about your specific situation.*