Contract Disputes

Breach of contract occurs when a party fails to perform obligations under a contract, performs late, or performs defectively. Breaches can be material (going to the heart of the contract) or minor. Material breaches may entitle the innocent party to terminate the contract and claim damages.

Not all contractual failures are breaches. Sometimes contracts specifically provide for certain events or allow parties not to perform in specific circumstances. We analyse contract terms to determine whether breaches have occurred and what remedies are available.

You can claim damages putting you in the position you’d have been in if the contract had been properly performed. This includes direct losses naturally flowing from the breach. You can also claim consequential losses if they were within parties’ reasonable contemplation when contracting.

However, contracts often limit liability for certain types of loss. You must also mitigate losses by taking reasonable steps to reduce them. Loss of profit claims require careful evidence. Interest can be claimed on damages. We assess what losses you can realistically recover.

Whether you can terminate depends on breach severity and contract terms. Material breaches going to the contract’s heart usually allow termination. Minor breaches don’t. Many contracts include express termination rights triggered by specific events or notice periods.

Wrongful termination is itself a serious breach potentially giving the other party damages claims. We advise whether termination is justified before you terminate. Sometimes it’s safer to affirm the contract and claim damages rather than risking wrongful termination claims.

Misrepresentation occurs when a party makes a false statement of fact that induces the other party to enter a contract. Remedies include rescission of the contract and damages. Fraudulent misrepresentation carries the widest remedies; negligent or innocent misrepresentation has more limited remedies under the Misrepresentation Act 1967.

Opinions and predictions are generally not misrepresentations unless the maker didn’t honestly hold them. Puffs and sales talk don’t usually give rise to claims. We assess whether statements made during contract negotiations were representations of fact and whether they materially induced you to contract.

Courts interpret contracts objectively based on how a reasonable person would understand them, considering the words used, surrounding circumstances, and commercial context. Plain words are given their natural meaning. Courts try to give effect to parties’ intentions as expressed in the contract. Ambiguous terms may be interpreted against the party who drafted them. Courts can look at factual background but generally not at negotiations or subsequent conduct. If terms are truly ambiguous and can’t be resolved, contracts may be void for uncertainty.

Contracts can be oral or implied from conduct. However, proving oral contract terms is difficult without written evidence. Often disputes arise about exactly what was agreed. Witness evidence about conversations can be unreliable and contradictory. Some contracts must be in writing, particularly land contracts. For other contracts, while writing isn’t legally required, the absence of written terms makes disputes much harder to resolve. Courts prefer clear documentary evidence. Where there’s no written contract, emails, invoices, and conduct may establish terms.

Timescales vary significantly. Many disputes settle through negotiation within weeks or months. If court proceedings are needed, timescales from issue to trial vary depending on the complexity of the case and court availability. Complex commercial cases take longer to resolve.

Courts encourage alternative dispute resolution including mediation, which can resolve disputes much faster. Urgent applications for injunctions can be heard within days. The Commercial Court operates faster track procedures for lower-value claims. We provide realistic timescales based on your specific dispute.