California Contract Dispute Attorney
Strategic counsel for breach claims, settlement enforcement, and serious commercial agreements — and the early decisions that shape what comes next.
When a business contract is breached and money is at stake, the first question isn't whether you can sue. It's whether you should — and what leverage exists right now to resolve it on better terms. Most California contract disputes have already been developing for weeks before either party considers counsel. By that point, the documents and communications that frame the matter usually exist; what matters is what's done with them.
Typical scenarios
A few of the patterns we see most often in California contract matters.
- A vendor stops performing under a multi-year supply or service agreement and asserts a force-majeure or commercial-impracticability defense the contract doesn't actually support.
- A buyer rejects goods or services as nonconforming when the seller's records show the specs were met — and an invoice sits unpaid.
- A licensee continues to use IP, software, or branding past termination of an agreement and disputes the termination's validity.
- A settlement agreement breaks down before the final payment, and the breaching party claims the agreement was conditional or void.
- A purchase agreement closes, and the buyer later discovers undisclosed liabilities or misrepresentations that fall within the agreement's representations and warranties.
Strategic issues to evaluate
Most California contract disputes turn on questions buried in the agreement itself. Reading the contract before sending anything is the first move.
- Notice and cure provisions
- Most California commercial contracts require formal notice of breach and a cure period before suit. Skipping notice can waive remedies — even where the breach is plain on the face of the agreement.
- Choice of law and forum
- California contracts sometimes select foreign law or out-of-state forums. Whether the clause is enforceable depends on the agreement's negotiation history, the counterparties, and the public policies at issue.
- Damages calculation
- Direct, consequential, lost profits, and attorneys' fees each have separate doctrinal hurdles in California. The contract language often controls — but only when the language is clear and supported by record evidence.
- The arbitration clause question
- An arbitration clause can be a useful shortcut or a serious problem, depending on the matter. Read it before filing anything, including in arbitration.
Evidence to preserve
Contract disputes tend to live or die on the documentary record. Preserve everything related to the agreement and the dispute.
- The signed contract and every amendment, side letter, and signed change order
- Negotiation history — drafts, redlines, email threads, term sheets
- Notices given and received under the contract's notice provision
- Performance records — deliveries, invoices, payment history, acceptance records
- Communications about the dispute itself, in chronological order
- Records of any past course of dealing or course of performance between the parties
When the matter is serious, the first move matters.
Submit a confidential litigation inquiry. We review and follow up within one business day.
Request a Case EvaluationAvailable remedies
What California courts can actually award. Which remedy fits depends on the contract, the facts, and what the client needs when this is over.
- Damages
- Direct, consequential, and where supported, lost profits or attorneys' fees. Calculation requires real evidence — not estimates.
- Specific performance
- An order requiring the breaching party to perform under the contract. Available when money damages are inadequate and the contract terms are sufficiently definite.
- Rescission
- Unwinding the contract and restoring the parties to pre-contract positions. Common where the contract was induced by fraud or material misrepresentation.
- Declaratory relief
- A judicial determination of the parties' rights under the contract. Useful when one side has stopped performing in reliance on a disputed reading of the agreement.
Why early counsel matters
Early decisions in a contract dispute often determine the outcome. Sending a demand letter without first reading the contract's notice provisions can waive remedies. Continuing to perform under a disputed contract can create a course of dealing that undercuts later claims of breach. The first weeks are when leverage exists; they're also when leverage is most easily lost.
How we work
The same four-stage sequence applies whether the matter ends in settlement, arbitration award, or judgment.
- 1
Evaluate
Read the contract, every amendment, and the documentary record. Map notice and cure provisions, choice of law, choice of forum, and any arbitration clause. Identify the breach and the available evidence.
- 2
Strategize
Decide between pre-litigation negotiation, formal notice and demand, mediation, arbitration where compelled, or filing. The contract often dictates the path.
- 3
Pursue
Execute the chosen path. If filing, draft pleadings tied directly to the documentary record.
- 4
Resolve
Close the matter through settlement, judgment, award, or dismissal — and position for enforcement if applicable.
Common questions
Should I send a demand letter before consulting counsel?
Read the contract first. Most California commercial contracts have specific notice requirements — what notice must say, how it's delivered, and how long the recipient has to cure. Skipping or shortcutting these provisions can waive remedies even when the breach is otherwise clear. Get the contract reviewed before you write the letter.
What if the contract has an arbitration clause?
California courts generally enforce arbitration clauses, but the clause's specific terms — which rules apply, where the arbitration occurs, whether class claims are waived — significantly affect strategy. Some clauses survive challenges; others don't. The clause should be read carefully before filing anything, including in arbitration.
Can I recover attorneys' fees in a California contract dispute?
Only if the contract or a statute provides for fee shifting. Most California commercial contracts do include attorneys' fees provisions, but the language varies — some are mutual, some are one-sided, some apply only to specific claims. The contract controls.
How is a settlement agreement enforced if the other side breaches it?
California Code of Civil Procedure § 664.6 allows parties to enforce settlement agreements through summary motion practice in the original action — but only if the agreement was made on the record or in a writing that complies with the statute. Otherwise, enforcement requires a separate breach-of-contract action.
What's the statute of limitations on a California contract claim?
Four years for a written contract; two years for an oral one (Code of Civil Procedure §§ 337, 339). The clock generally starts at breach, not at discovery, though discovery rules apply to specific claims like fraud. Verify the limitation before delaying.
When the matter is serious, the first move matters.
Submit a confidential litigation inquiry. We review and follow up within one business day.
Request a Case Evaluation