The first question isn't legal
Before anything else, work out what you actually want. Do you want the relationship to continue, just fixed? Do you want to be paid, and then never deal with this counterparty again? Do you want to walk away from the contract entirely?
The legal position is the same either way. The strategy is completely different. I've seen clients lose weeks arguing a point of principle that, once you strip it back, they didn't actually need to win.
Most disputes aren't about who's right. They're about what you actually want to happen next.
What breach of contract actually means
A breach is any failure to do what the contract required, on time, to the standard agreed, or at all. Not every breach is equal, and the law draws a real distinction:
- A minor breach lets you claim for the loss it caused, but doesn't let you walk away from the whole contract.
- A repudiatory breach, one that goes to the heart of the agreement, can entitle you to treat the contract as over and claim damages for the whole loss.
- Getting this wrong matters. Treat a minor breach as repudiatory and walk away, and you may find you're the one in breach.
The practical order of doing something about it
Before any letter goes out, or any lawyer gets involved, this is the order I'd work through:
- Re-read the contract itself, not your memory of it. Check notice provisions, cure periods, and any dispute resolution clause before you do anything else.
- Get the facts straight and in writing, dates, amounts, what was promised and what actually happened.
- Raise it directly and plainly with the other side before escalating. Most breaches get fixed at this stage, without a solicitor's letter in sight.
- If that doesn't land, put your position in writing clearly, with a reasonable deadline to respond.
- Only then think about formal steps, letters before action, mediation, or litigation, in that order of cost and disruption.
The cheapest dispute is the one resolved in a phone call. The second cheapest is the one resolved in a letter.
When to bring someone in
Get advice early if the sums involved are material, if the relationship is one you need to preserve, or if the other side has already involved a solicitor. Waiting until a dispute is entrenched rarely makes it cheaper to resolve, it just narrows your options by the time you ask.
A short conversation early on, working out what you actually want and what your realistic position is, is usually worth more than an aggressive letter sent too soon.
Frequently asked questions
What is a breach of contract?
A breach is any failure to do what the contract required, on time, to the standard agreed, or at all. A minor breach lets you claim for the loss it caused but doesn't let you walk away from the whole contract, while a repudiatory breach goes to the heart of the agreement and can entitle you to treat it as over.
What should I do first if a commercial contract is breached?
Work out what you actually want before anything legal - whether that's the relationship continuing but fixed, being paid and moving on, or walking away entirely. The legal position is the same either way, but the strategy is completely different depending on the answer.
What's the right order for dealing with a contract dispute?
Re-read the contract itself for notice provisions and dispute resolution clauses, get the facts straight in writing, raise it directly with the other side before escalating, then put your position in writing with a deadline if that doesn't land. Only then consider formal steps like letters before action or litigation.
When should I bring in a solicitor for a contract dispute?
Get advice early if the sums involved are material, the relationship is one you need to preserve, or the other side has already involved a solicitor. Waiting until a dispute is entrenched rarely makes it cheaper, it just narrows your options by the time you ask.
In a contract dispute right now?
Silva advises on commercial disputes, from the first difficult conversation through to formal resolution, with a clear view on what's actually worth fighting for.