Breach of Contract
The Definition of a ContractGenerally, a contract is an agreement wherein the parties bind themselves to do, or not to do, a particular thing. As a general rule, a party who executes a contract is conclusively bound by its terms. Once a contract is made, only in unusual circumstances will a party be relieved of the duty of abiding by it. Absent fraud or other wrongful act of the other contracting party, a party will usually be bound by the contract’s terms. Indeed, consistent with the mandate that New York remain a stronghold for the resolution of business disputes, stability of contract obligations will not be undermined by judicial sympathy for a party.
Why Contracts Are So ImportantYou may have heard the phrase “sanctity of contract” concerning contractual obligations. The concept of contract “sanctity” is premised upon the general perception that once parties duly enter into a contract, they must honor their obligations. A contract not only has significance to business transactions involving New York residents or companies, but it has been characterized as a “lingua franca” (loosely translated as a common language among those speaking different languages) in the global economy. As one leading commentator has observed “New York’s recognized interest in maintaining and fostering its undisputed status as the preeminent commercial and financial nerve center of the Nation and the world” mandates a judiciary “which dispassionately administers a known, stable, and commercially sophisticated body of law may be considered as much as an attraction to conducting business in New York as its unique financial and communications resources.”
Types of Breach of Contract ClaimsWe have years of experience litigating many types of contractual disputes, including:
- real estate;
- purchase orders;
- sale of businesses;
- guaranty agreements;
- buy/sell agreements;
- non-compete agreements;
- security agreements; and
- settlement agreements.
Contractual Clarity & Certainty Is ParamountWhere contractual rights are at issue, New York courts will seek for further clarity, predictability and stability in line with other common law precedent.
How We Determine Your Contractual Rights & RemediesA party asserting a breach of contract claim has the burden of proving by a preponderance of the evidence that a good and valid contract having a legal inception is binding upon the defendant. In traditional terms, the elements of a contract that the party must establish are an offer, acceptance and consideration. In approaching a potential breach of contract claim, we will analyze may facets of the claim, including but not limited to:
- the nature of the subject matter of the dispute;
- whether a contract was entered into, and the documents constituting or evidencing the alleged contract;
- the specific contract provisions allegedly violated;
- whether the contract is oral or written;
- whether any fiduciary relationship exists;
- whether payment or performance has occurred and what obligations remain;
- the rights and duties of the parties;
- the nature and extent of damages;
- the various relief sought by or against the client such as monetary damages, injunctive relief, specific
- performance or rescission;
- dispute resolution provisions;
- any choice of forum clause; and
- any choice of law provisions.
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