Has your business received a letter claiming you’ve breached a contract? Perhaps you’re already facing court proceedings over a contractual dispute. These situations can be deeply concerning for any business owner or director. Not only do breach of contract claims threaten your immediate finances through potential damages and legal costs, but they also risk damaging long-standing business relationships and your commercial reputation.
While such claims are undoubtedly serious, remember that receiving a claim doesn’t automatically mean you’re liable. Many contract disputes stem from genuine disagreements about interpretation or expectations rather than actual failures to perform. With careful analysis of your position and proper legal guidance, you can often mount a robust defence and navigate towards a practical, business-focused resolution.
A breach of contract claim arises when one party alleges that another has failed to perform their obligations under a legally binding agreement. These claims typically assert that you have:
The consequences of an unsuccessful defence can be significant, potentially including:
Understanding both the legal and commercial implications of these potential consequences is essential for developing an effective defence strategy. Each case is unique, and the specific risks you face will depend on the nature of your business, the contract in question, and your relationship with the claimant.
When you receive notification of a breach of contract claim, taking prompt and strategic action is crucial:
The most damaging response is no response at all. Ignoring legal correspondence or court documents can lead to default judgments against you and limit your defence options. Even if you believe the claim is entirely without merit, you must engage with the legal process appropriately.
Immediately implement a document preservation protocol. Relevant materials might include:
Consulting with experienced commercial litigation solicitors like those at RLK Solicitors should be an immediate priority. Early legal intervention allows for a comprehensive assessment of your position and the development of a strategic defence approach tailored to your specific circumstances.
Work with your legal advisors to evaluate:
This objective assessment is crucial for determining your next steps. Your solicitor can help you cut through the emotion that often surrounds contract disputes to focus on the legal and commercial realities of your situation. This analysis will form the foundation of your defence strategy, allowing you to make informed decisions about whether to contest the claim vigorously or seek an early settlement.
Depending on the circumstances, several defence strategies may be available:
A contract must meet certain requirements to be legally enforceable. Your defence might challenge whether:
Even if a valid contract exists, you may be able to demonstrate that:
Several legal defences might justify non-performance or limit liability:
Force Majeure: If the contract contains a force majeure clause, events beyond your control (natural disasters, government actions, etc.) may excuse non-performance.
Frustration: If circumstances have made performance impossible, illegal, or radically different from what was contemplated, the contract may be automatically discharged.
Misrepresentation: If you entered the contract based on false statements by the other party, this may provide a defence or counterclaim.
Duress or Undue Influence: If you were forced or improperly pressured into the agreement, this may undermine its enforceability.
Estoppel: If the claimant’s words or conduct led you to believe they would not enforce certain terms, they may be prevented from doing so now.
Waiver: If the claimant knowingly gave up their right to enforce certain terms, this may provide a defence.
Limitation Period: Claims brought outside the statutory time limit (generally six years for simple contracts) may be time-barred.
Even if liability is established, you may contest the damages sought by demonstrating:
Even in cases where some liability seems likely, challenging the quantum (amount) of damages can significantly reduce your financial exposure. English law imposes important restrictions on recoverable damages, and claimants often overstate their losses or include elements that aren’t properly recoverable. A detailed analysis of the damages claim by your legal team can often identify substantial weaknesses in the claimant’s financial case.
In some cases, you may have grounds for a counterclaim against the claimant, such as:
A well-founded counterclaim can completely change the dynamics of a dispute, potentially transforming your position from defensive to offensive. In some cases, your counterclaim may exceed the value of the original claim against you, creating leverage for a more favourable settlement or even resulting in a net payment to your business rather than against it.
Beyond legal defences, several tactical considerations can strengthen your position:
Attempting to resolve the dispute before it escalates to court proceedings can be advantageous. A well-crafted settlement proposal might:
The timing and approach of settlement discussions require careful consideration. An experienced litigation solicitor can advise on whether early settlement discussions are appropriate in your case, and help structure proposals that protect your interests while offering a commercially attractive resolution to the dispute. Remember that settlement doesn’t necessarily mean paying the full amount claimed – creative solutions often involve structured payments, future business arrangements, or non-monetary concessions.
The Civil Procedure Rules require parties to follow specific protocols before commencing litigation. Proper compliance can position you favourably and may include:
Courts take these pre-action requirements seriously and may impose cost penalties on parties who fail to comply. More importantly, engaging meaningfully with the pre-action process often leads to earlier resolution of disputes. Your solicitor can guide you through these requirements, ensuring you meet your obligations while using the process strategically to strengthen your position.
Instead of proceeding to court, consider:
ADR methods are typically faster, less expensive, more flexible, and more private than traditional litigation.
Documentary evidence is often decisive in contract disputes. Working with your legal team to:
Document management is particularly important in contract disputes, where contemporaneous records often carry more weight than later recollections. Working with your legal team to establish a systematic approach to document review and disclosure can significantly strengthen your position. This might involve applying legal privilege appropriately, developing explanations for potentially problematic documents, and using your own documentary evidence effectively to support your case narrative.
Defending breach of contract claims effectively requires both legal expertise and commercial awareness. RLK Solicitors’ litigation team offers both, with a proven track record of successfully defending businesses against contractual claims.
Our approach includes:
“When defending breach of contract claims, early intervention and strategic planning are crucial. Each case requires a tailored approach that balances legal defences with commercial realities. At RLK, we pride ourselves on providing practical, results-oriented advice that protects our clients’ business interests.”
Satish Jakhu, Director and Head of Litigation Department
While defending the current claim is your immediate priority, taking steps to prevent future disputes is equally important:
Using the insights gained from your current dispute can help protect your business from similar issues in the future. At RLK Solicitors, we often work with clients not only to resolve their immediate legal challenges but also to implement improved contracting practices that reduce litigation risk. This might involve revising your standard terms of business, developing better record-keeping protocols, or creating clearer internal escalation procedures for addressing contractual concerns before they develop into formal disputes.
If you’re facing a breach of contract claim, we strongly recommend seeking professional legal advice without delay. The sooner you involve experienced litigation solicitors, the more options you’ll have for mounting an effective defence.
RLK Solicitors offers confidential initial consultations to assess your situation and provide preliminary guidance on defence strategies. Our dedicated team combines technical legal knowledge with practical commercial experience to protect your business interests.
Contact us today on 0121 450 7800 or email enquiries@rlksolicitors.com to discuss how we can help you defend against a breach of contract claim effectively.
Richard is a highly experienced litigator with over 20 years' experience across Corporate & Commercial Litigation. Richard has held senior roles in firms such as Knights, Emms Gilmore Liberson where he was Head of Commercial Litigation. Syndney Mitchell, Gateley Plc and Bell Lax Solicitors.
Stay up to date with all our latest news.
We combine creative thinking with an unshakable commitment to your success. We focus our efforts on you.
RLK Solicitors Ltd is registered in England and Wales under company number 7189629 and is authorised and regulated by the Solicitors. Regulation Authority under SRA number 522998.
