Elements of a Breach of Contract Claim in California (CACI 303)

Last updated: November 2026

A breach of contract claim in California has four elements. A valid contract existed, the plaintiff performed its own obligations or was excused, the defendant failed to do something the contract required, and the plaintiff was harmed as a result. The jury instruction, CACI No. 303, adds that any conditions for the defendant's performance must have occurred. Kolmogorov Law, P.C. litigates these claims for businesses in Orange County, Los Angeles, and across California, on both the plaintiff and defense side.

Call (909) 235-6116 or contact us online to discuss a contract that has been broken, or a claim that your business broke one.

The four elements of breach of contract in California

The California Supreme Court states the elements in a single sentence: the existence of the contract, the plaintiff's performance or excuse for nonperformance, the defendant's breach, and the resulting damages to the plaintiff. (Oasis West Realty, LLC v. Goldman (2011) 51 Cal.4th 811, 821, citing Reichert v. General Ins. Co. (1968) 68 Cal.2d 822, 830.)

CACI No. 303, the instruction a jury actually hears, breaks the same idea into smaller pieces. The plaintiff must prove that the parties entered into a contract and that the plaintiff did all or substantially all of what it required, or was excused. Any conditions for the defendant's performance must have occurred. The defendant must have failed to do something the contract required, or done something it prohibited. And the plaintiff must have been harmed by that failure. These instructions shape how the case is argued at trial.

Each element is a place where a case can be won or lost.

Element one: a contract existed

A contract is an agreement to do or not do a certain thing. (Civ. Code, § 1549.) To exist at all, it needs parties capable of contracting, their consent, a lawful object, and sufficient consideration. (Civ. Code, § 1550.)

In business cases the fight over this element usually takes one of three forms. Did the parties ever get past negotiation? Did the person who signed have authority to bind the company? Did the agreement have to be in writing?

Most contracts may be oral. (Civ. Code, § 1622.) The exceptions are covered in our page on oral contracts in California.

Element two: you performed, or were excused

The plaintiff must show that it did what the contract required of it, or that something excused its performance. This element surprises business owners. They come in focused on what the other side failed to do and have not thought about their own file.

A defendant will. The first thing a competent defense lawyer does is look for a prior breach by the plaintiff: a missed deadline, a short shipment, a late payment. If that failure was material, the defendant may argue that its own duty to perform never arose.

Substantial performance is usually enough. Where the line falls is the subject of our page on material versus minor breach.

Element three: the conditions occurred

Some contracts make one party's duty depend on an event. Payment is due when the lender funds. The commission is earned when escrow closes. The bonus is payable if revenue exceeds a figure.

If the contract contains a condition of that kind, the plaintiff must prove the condition happened or that the defendant prevented it. I see this element argued more often in real estate and financing disputes than in ordinary sales of goods or services.

Element four: the defendant breached

A breach is a failure to perform a contractual duty when performance is due, without legal excuse. It can be a failure to act (no delivery, no payment) or an act the contract forbids (selling to a competitor, disclosing confidential terms).

Three fact patterns recur in my practice. A supplier delivers product that does not meet the specification in the purchase order, then refuses to replace it. A customer takes delivery, uses the goods, and pays nothing, claiming a defect it never documented. A service provider stops work after the client falls behind on a progress payment, and each side says the other breached first.

In each case the question is the same: what did the contract require, and did that happen? The words of the agreement control if they are clear. (Civ. Code, § 1638.) When they are not, the court looks for the parties' mutual intention at the time of contracting. (Civ. Code, § 1636.)

A party who announces in advance that it will not perform has also breached. That is anticipatory repudiation, and it gives the other side options before the performance date arrives. (Civ. Code, § 1440.)

Element five: harm caused by the breach

A breach with no damage is not a lawsuit worth filing. The plaintiff must show that the breach caused a loss, and the loss must be clearly ascertainable in both its nature and origin. (Civ. Code, § 3301.)

The basic measure is the amount that will compensate the plaintiff for all the detriment proximately caused by the breach, or likely to result from it in the ordinary course of things. (Civ. Code, § 3300.) The cap is what the plaintiff would have gained from full performance on both sides. (Civ. Code, § 3358.) Punitive damages are not available for breach of a contractual obligation. (Civ. Code, § 3294, subd. (a).)

Our page on breach of contract damages covers lost profits, consequential damages, and the limits on each.

How I evaluate a new contract case

I read the contract before I hear the story. Then I ask for the documents that show each element. A claim that has all four on paper is a strong claim. A claim that depends on what someone remembers saying three years ago is harder, though not hopeless. The evidence that proves each element is the subject of our page on how to prove breach of contract.

Deadlines matter as much as elements. Written contracts carry a four-year limitations period and oral contracts two years, with details in our page on the breach of contract statute of limitations. (Code Civ. Proc., §§ 337, subd. (a), 339.)

Orange County cases are usually filed in the Superior Court's Central Justice Center in Santa Ana, and Los Angeles cases at the Stanley Mosk Courthouse. Cases between parties from different states may be in the Central District of California instead.

What to bring to the first meeting

Bring the contract and every amendment, the emails that led up to it, invoices and proof of payment, the correspondence around the breach, and a one-page timeline. If the agreement was oral, write down who said what, when, and who else was present.

Frequently asked questions

What are the elements of breach of contract in California?

Four: a contract existed, the plaintiff performed or was excused, the defendant breached, and the plaintiff suffered damages caused by the breach. CACI No. 303 also requires proof that any conditions for the defendant's performance occurred. The plaintiff carries the burden on each element by a preponderance of the evidence.

What constitutes a breach of contract?

A breach is a failure to do what the contract requires when it is due, or doing something the contract prohibits, without a legal excuse. Late payment, nondelivery, defective work, and disclosure of confidential information are common examples. A clear statement that a party will not perform, made before performance is due, is also a breach.

Is a verbal agreement a contract in California?

Usually, yes. All contracts may be oral except those a statute requires to be in writing, such as agreements that cannot be performed within one year and sales of real property. (Civ. Code, §§ 1622, 1624, subd. (a).) The harder problem with a verbal agreement is proof, and the limitations period is two years instead of four.

Do I have to prove I performed my side of the contract?

Yes. The plaintiff must show it did all or substantially all of what the contract required, or that performance was excused. A defendant will search for your own breach first, so gather proof of your performance before you make a demand.

Can I sue for breach of contract if I was not harmed?

A breach without damages rarely justifies a lawsuit. California requires that contract damages be clearly ascertainable in nature and origin. (Civ. Code, § 3301.) An attorney fee clause sometimes changes the math, but the economics should be examined before filing.

Talk to a California breach of contract attorney

If your business is dealing with a broken contract, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is located at 327 Magnet, Irvine, CA 92618, and represents businesses in Orange County, Los Angeles, and throughout California.

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