Breach of Contract in California: Frequently Asked Questions

Last updated: November 2026. Reviewed by Pavel Kolmogorov, California business litigation attorney (State Bar No. 321018).

A breach of contract in California is an unexcused failure to do what a contract requires. To recover damages, the plaintiff must prove a contract, its own performance or an excuse for not performing, the defendant's breach, and resulting harm. The deadline to sue is usually four years for a written contract and two years for an oral one. Each answer below names the statute or jury instruction behind it and links to our longer page on the point.

Call (909) 235-6116 or contact us online to discuss a contract dispute.

The basics

What constitutes a breach of contract in California?

A breach of contract is an unjustified or unexcused failure to do what the contract requires. It takes several forms: not performing at all, performing late, delivering defective or incomplete work, or doing something the contract prohibits. Generally, a party that clearly announces in advance that it will not perform has also breached, and the other side need not wait for the due date. See our breach of contract practice page.

What are the different types of contract breaches?

Breaches are sorted by seriousness and by timing. A material breach is serious enough that the other party may be excused from performing further. A minor breach, also called a partial breach, leaves the contract in force, and the remedy is damages. An actual breach occurs when performance comes due and is not given. An anticipatory breach occurs earlier, when a party clearly refuses to perform. See material and minor breach and anticipatory breach.

Can I sue for breach of an oral contract?

Yes. All contracts may be oral except those a statute specially requires to be in writing. (Civ. Code, § 1622.) The difficulty is proof. Courts look at emails and texts that reflect the terms, invoices and payment records, witness testimony, and how the parties dealt with each other. The deadline to sue is also shorter: usually two years, not four. See breach of an oral contract.

Which contracts must be in writing?

Civil Code section 1624, the statute of frauds, lists them. The main ones are agreements that by their terms cannot be performed within a year, promises to answer for another's debt, leases longer than one year, sales of real property, and real estate broker commission agreements. A sale of goods for $500 or more needs a signed record, with exceptions. (Com. Code, § 2201.) An email can count as a writing. (Civ. Code, § 1633.7.) See our statute of frauds page.

Proving the claim

What are the elements of breach of contract in California?

There are four, as the California Supreme Court lists them: a contract existed, the plaintiff performed or had an excuse for not performing, the defendant breached, and the plaintiff was damaged as a result. (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811.) The contract may be written, oral, or implied from conduct. Our page on the elements of breach of contract takes them one at a time.

What does CACI 303 say about breach of contract?

CACI No. 303 (Breach of Contract - Essential Factual Elements) is the jury instruction on the claim. It asks whether the parties made a contract and whether the plaintiff did substantially what the contract required, or was excused. It then asks whether any conditions on the defendant's duty occurred, whether the defendant failed to perform, and whether that failure was a substantial factor in harming the plaintiff. CACI No. 300 introduces the claim, and VF-300 is the verdict form. See our guide to the civil jury instructions.

How do I prove breach of contract?

With evidence on every element. The plaintiff has the burden of proof, and the standard is a preponderance of the evidence, meaning more likely true than not. (Evid. Code, §§ 115, 500.) The proof is usually documents: the agreement, emails, invoices and payment records, delivery or acceptance records, and the financial records behind the damages figure. See our pages on how to prove a breach of contract, the burden of proof, and the parol evidence rule.

Money and other remedies

What damages can I recover?

The standard remedy is money that puts you in the position full performance would have. That includes direct losses, such as unpaid invoices, and consequential losses that both sides could have foreseen when they made the contract. Damages must be clearly ascertainable in their nature and origin. (Civ. Code, § 3301.) Punitive damages are not available for a breach of contract alone. (Civ. Code, § 3294, subd. (a).) Our contract damages page covers each category.

What does California Civil Code section 3300 say?

Civil Code section 3300 sets the general measure of damages for breach of contract. The injured party recovers the amount that will compensate it for all the detriment the breach proximately caused, or that would be likely to result from the breach in the ordinary course of things. Two limits apply: damages must be clearly ascertainable, and they generally cannot exceed what full performance on both sides would have produced. (Civ. Code, §§ 3301, 3358.) See our contract damages page.

How much can you sue for in a breach of contract case?

The Civil Code measures contract damages by the loss the breach caused, not by a fixed dollar figure. (Civ. Code, § 3300.) You may claim what the evidence supports, but generally no more than you would have gained from full performance on both sides. (Civ. Code, § 3358.) The contract itself may cap liability. The amount also affects the court track. Small claims generally stops at $6,250 when an entity sues and $12,500 when an individual sues, and limited civil stops at $35,000. Larger claims are unlimited civil cases.

Can I recover lost profits?

Yes, when the evidence makes their occurrence and amount reasonably certain. (Sargon Enterprises, Inc. v. University of Southern California (2012) 55 Cal.4th 747, 773-774.) An established business usually proves them from its own sales history. A new business has a harder time, because its projected profits are often treated as speculative. Profits lost on other deals must also have been foreseeable to the breaching party when the contract was made. See lost profits and consequential damages.

Can I recover interest on the money I am owed?

Often. If the amount owed is certain, or can be made certain by calculation, interest runs from the day the right to recover vested. If the amount is unliquidated, the court may award interest in its discretion, starting no earlier than the day the lawsuit was filed. (Civ. Code, § 3287, subds. (a), (b).) A lawful rate stated in the contract controls. If the contract states none, the rate after breach is generally 10 percent a year. (Civ. Code, § 3289.) See our prejudgment interest page.

Can I recover my attorney fees?

Generally only if the contract or a statute provides for them. California leaves attorney fees to the parties' agreement unless a statute says otherwise. (Code Civ. Proc., § 1021.) Where the contract has a fee clause, Civil Code section 1717 makes it reciprocal: the party that prevails on the contract recovers reasonable fees even if the clause names only the other side. A case dismissed voluntarily or by settlement has no prevailing party under that section. See attorney fee clauses.

Is a liquidated damages clause enforceable in California?

Often, in a business contract. A clause that fixes damages in advance is valid unless the party attacking it proves it was unreasonable under the circumstances that existed when the contract was made. The rule reverses when the clause is enforced against a consumer or a residential tenant. There the clause is void unless actual damages would be impracticable or extremely difficult to fix. (Civ. Code, § 1671, subds. (b)-(d).) See liquidated damages and penalties.

Must the injured party try to reduce its losses?

Yes, within reason. An injured party cannot recover losses it could have avoided through reasonable effort and without undue expense. It need not do what is unreasonable or impractical, and reasonable efforts that fail do not bar recovery. The party that broke the contract has the burden of proving the loss was avoidable. CACI No. 358 is the jury instruction on the point. See our mitigation of damages page.

Can you sue for specific performance in California?

Yes. Specific performance is a court order that a party do what it promised, and the Civil Code permits it except where the statute provides otherwise. (Civ. Code, § 3384.) Real estate is the usual setting, because the law presumes that money cannot adequately replace a promised transfer of real property. (Civ. Code, § 3387.) Personal service obligations and agreements with uncertain terms cannot be specifically enforced. (Civ. Code, § 3390.) A judge normally decides the request, not a jury. See specific performance and real estate contract breaches.

Can I cancel the contract and get my money back?

Sometimes. Rescission unwinds a contract instead of enforcing it. A party may rescind when its consent was given by mistake or obtained through duress, menace, fraud, or undue influence, or when the promised consideration fails through the other side's fault. (Civ. Code, § 1689, subd. (b).) The rescinding party must promptly give notice and restore, or offer to restore, what it received, though delay bars relief only if it substantially prejudiced the other side. The court can then order restitution. (Civ. Code, §§ 1691-1693.) See our rescission page.

Deadlines

How long do you have to sue for breach of contract in California?

Four years on a written contract and two years on an oral one. Code of Civil Procedure section 337, subdivision (a), covers a contract founded on an instrument in writing. Section 339, subdivision 1, covers a contract that is not. A sale of goods has its own four-year period under Commercial Code section 2725, which the original agreement may shorten to not less than one year. See statute of limitations for breach of contract.

When does the limitations period start?

Generally on the date of the breach, not the date the contract was signed. For sales of goods, the Commercial Code says the claim accrues when the breach occurs, whether or not the injured party knew about it. (Com. Code, § 2725, subd. (2).) After the four years on a written contract have run, the statute bars a lawsuit, an arbitration, or any other proceeding to collect the debt. (Code Civ. Proc., § 337, subd. (d).) See also statutes of limitations for business claims.

Defenses

What defenses are available in a breach of contract case?

A defendant can deny an element of the claim or raise an affirmative defense. Common defenses include the statute of limitations, the statute of frauds, the plaintiff's own prior material breach, waiver, impossibility or impracticability, and frustration of purpose. Others attack consent: apparent consent is not real or free when obtained through duress, menace, fraud, undue influence, or mistake. (Civ. Code, § 1567.) Our defenses page covers each, and a separate page explains impossibility and frustration of purpose.

What if the other side breached first?

A material breach by one party may discharge the other party's duty to keep performing. Whether a breach is material is normally a question of fact. It turns on how serious the failure was and how likely the injured party was to receive substantial performance anyway. A minor breach generally does not excuse you, so stopping work or payment over one can put you in breach. Read the contract's notice and cure terms first. See material breach versus minor breach.

Filing the case

How do I sue for breach of contract in California?

The usual sequence has five steps. Check that the deadline has not passed. Read the contract for a mediation, arbitration, or forum clause. Send a written demand. File a complaint in the right court and county. Then serve the summons and complaint on the defendant, who generally has 30 days after service to file a response. (Code Civ. Proc., § 412.20, subd. (a)(3).) See our guide to suing a company in California.

Which court hears a breach of contract case?

The superior court, on one of three tracks set mainly by the amount. Small claims generally takes claims of up to $6,250 brought by a corporation, LLC, or other entity and up to $12,500 brought by an individual. (Code Civ. Proc., §§ 116.220, subd. (a)(1), 116.221.) A limited civil case covers up to $35,000, not counting attorney fees, interest, and costs, if the relief sought also qualifies. (Code Civ. Proc., § 85, subds. (a)-(c).) Everything else is an unlimited civil case. See small claims, limited civil, and unlimited civil.

In which county do I file a breach of contract case?

A contract case may generally be filed in the county where a defendant resides, where the contract was entered into, or where the obligation was to be performed. Unless a written contract says otherwise, that is where the obligation was incurred. (Code Civ. Proc., § 395, subd. (a).) A corporation may also be sued where the breach occurred or where it has its principal place of business. (Code Civ. Proc., § 395.5.) Consumer contracts have their own rule, and a forum selection clause may send the dispute to another state.

Can a breach of contract case be filed in federal court?

Sometimes. A state-law contract claim can reach federal court through diversity jurisdiction. That generally requires parties who are citizens of different states and an amount in controversy above $75,000, not counting interest and costs. (28 U.S.C. § 1332(a).) A $45,000 dispute between companies from two states therefore usually belongs in state court, unless there is another basis for federal jurisdiction, such as a federal claim. Which state's law governs is a separate question, often answered by a choice of law clause. See state court versus federal court.

Do I need a lawyer for a breach of contract dispute?

It depends on the party and the court. An individual may appear without a lawyer. A corporation or LLC generally must appear through a licensed attorney in superior court, and small claims is the exception. In small claims, attorneys generally may not take part in conducting or defending the case, though one may advise you before or after filing. (Code Civ. Proc., § 116.530.) In a larger dispute, a lawyer drafts the demand, documents damages, handles discovery, and negotiates or tries the case. See whether a company can represent itself.

Talk to a California breach of contract attorney

Kolmogorov Law, P.C. represents businesses in contract disputes in California state courts, federal courts, and arbitration. Our breach of contract practice page describes that work, and our business disputes page covers the wider practice. A business litigation lawyer in Irvine can review your contract, your damages, and your deadlines. A related claim is breach of the implied covenant of good faith and fair dealing.

Call (909) 235-6116 or contact us online. Our office is in Irvine, California.

This page provides general information about California law and is not legal advice. Outcomes depend on the contract, the facts, and the court.