Understanding Breach of Contract: What It Means and How It Affects Small Businesses

In the world of business, contracts serve as legally binding agreements that outline the expectations and obligations between two or more parties. A breach of contract occurs when one of the parties fails to fulfill their responsibilities as specified in the agreement. It is a serious matter that can have significant consequences for all parties involved. In this article, we will delve into the concept of breach of contract, exploring its definition, types, and potential remedies.

Definition of Breach of Contract

Simply put, a breach of contract refers to a failure to perform all or part of the obligations stated in a contract without any legal excuse. It occurs when one party fails to meet its agreed-upon commitments or violates specific terms and conditions outlined in the contract. Breaches of contract can take various forms, including non-payment, late delivery, incomplete work, or the provision of substandard goods or services.

Breach of contract can occur in both written and verbal agreements. However, written contracts offer stronger legal protection as they provide clear evidence of the agreed-upon terms. Verbal contracts, on the other hand, can be challenging to enforce due to the lack of supporting documentation.

Types of Breach of Contract

A breach of contract can be classified into different types, based on the nature and extent of the violation. Understanding these types can help small business owners assess their legal options and determine the appropriate course of action:

A. Material Breach

A material breach of contract is considered the most severe type of breach as it goes to the core of the agreement. In cases of material breach, the injured party is entitled to terminate the contract and seek damages for the losses incurred as a result of the breach. This type of breach typically involves significant failure to perform key obligations or a complete absence of performance.

B. Minor Breach

A minor breach, also known as an immaterial or partial breach, occurs when one party fails to fulfill a lesser obligation within the contract. While it does not undermine the entire purpose of the agreement, it may still cause inconvenience or financial harm to the other party. In such cases, the non-breaching party can seek remedies for the damages suffered.

C. Anticipatory Breach

An anticipatory breach occurs when a party clearly communicates its intention to fail in meeting its contractual obligations. This type of breach allows the non-breaching party to take legal action even before the actual breach occurs. The injured party can either seek damages or consider the contract terminated, depending on the specific circumstances and applicable laws.

D. Fundamental Breach

A fundamental breach takes place when one party’s actions or omissions fundamentally undermine the purpose of the contract, making it impossible or futile to continue. In such cases, the non-breaching party has the right to terminate the contract and may seek compensation for the losses suffered.

E. Actual Breach

An actual breach refers to a situation where one party fails to perform its contractual obligations within the agreed-upon timeframe or in the manner specified. This failure can either be a complete non-performance or a failure to meet specific terms and conditions. The non-breaching party can seek remedies, such as damages, specific performance, or contract termination.

Remedies for Breach of Contract

When a breach of contract occurs, there are several remedies available to the injured party. The appropriate remedy depends on various factors, including the type of breach, the extent of the damages suffered, and the specific terms of the contract. Some common remedies for breach of contract include:

  • Compensatory Damages: Monetary compensation awarded to the non-breaching party to cover the losses resulting from the breach.
  • Consequential Damages: Additional damages awarded to the non-breaching party for losses incurred due to the breach, but not directly caused by it.
  • Specific Performance: A court order requiring the breaching party to fulfill its contractual obligations as originally agreed.
  • Rescission: Contract cancellation, allowing both parties to be released from their obligations and restoring them to their pre-contract positions.
  • Reformation: Modification or revision of the contract terms to correct any mistakes or ambiguities that led to the breach.

Taking Legal Action for Breach of Contract

When faced with a breach of contract, small business owners should follow a series of steps to protect their rights and seek appropriate remedies:

  1. Review the Contract: Carefully examine the terms and conditions outlined in the contract to confirm the existence of a breach.
  2. Notify the Other Party: Inform the breaching party in writing about the breach and the specific remedies sought.
  3. Collect Evidence: Gather all relevant evidence, including documentation, communication records, and proof of damages or losses.
  4. Consult an Attorney: Seek legal advice from a qualified attorney who specializes in contract law to understand the available options and the best course of action.
  5. Negotiate and Mediate: Explore the possibility of resolving the dispute through negotiation or alternative dispute resolution methods, such as mediation or arbitration.
  6. File a Lawsuit: If a resolution cannot be reached through negotiation or alternative methods, consider filing a lawsuit to seek appropriate remedies in a court of law.


In the world of business, breaches of contract can disrupt operations, cause financial harm, and strain relationships between parties. Understanding the concept of breach of contract, its various types, and the available remedies is crucial for small business owners to protect their rights and ensure the smooth functioning of their enterprises. By adhering to the terms of contracts and taking appropriate action when necessary, businesses can minimize the likelihood of breaches and foster a culture of trust and reliability in their operations.