By Jacob C. DeRue (January 17, 2025)

Introduction

Contracts are among the most common methods for conducting business between people or companies. Contracts are not just formalities but legally binding agreements that serve as safeguards, protecting the parties involved from unfair dealings and uncontrollable factors. Contracts memorialize business transactions and ensure all parties are more secure and protected from unknown circumstances.

No matter who you are, you will likely be a party to a contract. By educating yourself on the basics of a breach of contract claim, you can protect yourself and your interests from breaches. This post will explore what a breach of contract claim is, the elements of a breach of contract claim, your choices when dealing with a contract dispute, possible defenses against a breach of contract claim, and potential damages for a breach of contract claim.

What is a Breach of Contract Claim?

A breach of contract claim is when one party to a contract fails to perform the contractual obligations they agreed to complete. Breaches come in many forms depending on the purpose of the contract. For example, a contract to buy 50 t-shirts could be breached if the seller only delivers 40 t-shirts to the buyer, or a contract to mow someone’s entire lawn could be breached if the mowing company forgot to mow the side yard and the side yard was included in the contract.

Contract disputes rely heavily on the facts and circumstances of your specific contract, and the parties’ contract becomes the law governing the case unless the contract is “repugnant” to some law or public policy.[i] Courts will also interpret contracts based on the plain meaning of the words in the contract, ensuring that the parties to a contract are held to the terms they agreed to.[ii]

Elements of a Breach of Contract Claim

In Virginia, three elements typically need to be established in a breach of contract claim. For a strong breach of contract claim, the plaintiff must provide evidence that shows:

1. A legally enforceable obligation (contract) of a breaching party to a non-breaching party existed.
2. The breaching party violated or breached the obligation (contract).
3. The non-breaching party was injured or damaged by the breaching party’s violation of their contractual obligations.[iii]

The plaintiff must plead and prove all three elements to recover in a breach of contract action. The Virginia Code states that “[a] breach occurs if a party without legal excuse fails to perform an obligation in a timely manner, repudiates a contract, or exceeds a contractual use term, or otherwise is not in compliance with an obligation placed on it by this chapter or the agreement.”[iv] The breach of the contract must also be material, meaning that it often must be more than a small inconvenience to be considered a material breach. Whether a breach is material depends on the facts of your specific case and how the Virginia Code and various cases are interpreted.

Your Choices When Dealing with A Breach of Contract Dispute

When dealing with a party that has breached your contract, there are a few routes that you could pursue. First, you could sue the other party for breach of contract and attempt to get damages in court to make yourself whole again. Second, you could attempt to negotiate directly with the party that breached the contract to alleviate the issue. Third, you could use alternative dispute resolution methods such as arbitration or mediation. Some contracts state that mediation or arbitration is required for disputes arising out of the contract, so it is essential to read and understand the terms of your contract before you sign them. The best option for your case will depend on factors such as your relationship with the other party, the amount of damages, how much money you are willing to spend, whether the other party believes they breached the contract, the wording of the contract between you and the other party, etc.

Defenses Against a Breach of Contract Claim

Defenses exist for a breach of contract action in Virginia. The defenses available to the breaching party depend primarily on the facts of the case. One example of a defense against a breach of contract claim is that there was no valid contract in the first place, so there could not have been a breach of contract. Second, duress is a defense when the non-breaching party uses force or threats to make the breaching party enter the contract. Third, the breaching party can argue that the non-breaching party brought the claim outside the statute of limitations, so the claim is barred. Fourth, the breaching party can argue that the statute of frauds barred the contract. While there are many other defenses, this is a short list of examples of defenses in breach of contract cases, and you should talk to an attorney to determine what defense is best to use for your breach of contract case.

Damages for a Breach of Contract Claim

Damages for breach of contract claims in Virginia aim to make the injured party whole again. The type of damages available to the injured party depends largely on the facts of their case, but the possible types of damages include:

1. Compensatory damages: Damages meant to compensate the non-breaching party for losses suffered due to the breach.
2. Consequential damages: Damages meant to compensate the non-breaching party’s losses relating to the special circumstances of their case.
3. Specific performance: A remedy that orders the breaching party to fulfill their contractual obligations.
4. Rescission: A remedy that cancels the contract and restores the parties to their pre-contract positions.
5. Liquidated damages: Damages specified in a liquidated damages clause within the contract as a fixed amount or a formula for calculating damages for a breach.

The court will consider the facts of the case and factors such as the terms of the contract, the foreseeability of the losses, whether any parties attempted to mitigate the losses, the nature of the breach, and public policy.

Conclusion

In conclusion, breach of contract actions can have severe financial and legal implications for both parties. Whether the breach is minor or material, knowing your rights and the available remedies to alleviate the breach is important. Proactivity and an excellent legal strategy are crucial to defending or bringing a breach of contract claim, so it is essential to speak to an attorney if you think you may be involved in a breach of contract action.

This blog post is intended to overview the nature of breach of contract claims. Individuals who seek help with a breach of contract dispute should contact Jacob DeRue at Briglia Hundley, P.C., through the Contact Page.

The information in this blog post may not reflect the current law in your jurisdiction. No information in this blog post should be interpreted as legal advice and the blog post is not intended to be a substitute for legal counsel.

About the Author

Jacob DeRue is an associate attorney supporting BrigliaHundley, P.C.’s business litigation and corporate law practice groups. He joined the firm the summer after his first year of law school as a summer associate, then transitioned to a law clerk until passing the Virginia Bar after graduation and becoming an attorney. Mr. DeRue primarily practices in the firm’s corporate law practice group, commercial and business litigation practice group, and civil litigation practice group.

Briglia Hundley represent individuals and corporations throughout the Mid-Atlantic region, including Alexandria, Annandale, Arlington County, Ashburn, Burke, Centreville, Chantilly, Clifton, District of Columbia, Dulles, Fairfax County, Falls Church, Great Falls, Herndon, Leesburg, Loudoun County, Manassas, Manassas Park, McLean, Middleburg, Montgomery County, Oakton, Prince George’s County, Prince William County, Reston, South Riding, Springfield, Sterling, Tysons Corner, Vienna, Winchester and Woodbridge.

Contact the Author

Jacob C. DeRue

BrigliaHundley, P.C.

1921 Gallows Road, Suite 750

Tysons Corner, Virginia 22182

Telephone: 703.883.0880

Fax: 703.833.0899

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[i] Palmer & Palmer Co., LLC v. Waterfront Marine Constr., Inc., 276 Va. 285, 289 (2008).

[ii] Ahmed v. Imperial Auto, LLC, No. 0185-23-4, 2024 Va. App. LEXIS 181, *7 (Va. App. April 2, 2024).

[iii] Ramos v. Wells Fargo Bank, NA, 289 Va. 321, 323 (2015).

[iv] Va. Code Ann. § 59.1-507.1(a).