Contract law is defined as the body of law that governs oral and written contracts. Included in contract law are topics on the nature of contracts, limitation of actions, breach of contract, termination of contract, and many more. Put simply, contract law deals with the legal issues surrounding the formation, duration, breaching, or termination of contracts.
For example, the Uniform Commercial Code is used in contract law to harmonize the law of sales and commercial interactions in the United States. This Code is used in almost every state and is considered the standard in most states regarding laws on the sale of goods. The Uniform Commercial Code is a long-standing act in contract law, a collaboration between the National Conference of Commissioners on Uniform State Laws (NCCUSL) and the American Law Institute.
Breach of Contract
One of the most prevalent subjects in contract law is the idea of a breach of contract. A breach of contract is a legal concept characterized by one or more parties failing to honor the provisions stated in a contract. For example, if an employee signs a non-compete agreement with an employer and begins his or her own company after being fired, he or she can be sued for breaching the contract. Breaches of contract come in four main types:
Minor Breach
A minor breach of contract, also referred to as an immaterial breach, occurs when the non-breaching company is entitled only to compensatory damages.
Material Breach
Unlike a minor breach, a material breach allows the non-breaching party to collect damages and a court-obligated performance of conditions stated in the contract.
Fundamental Breach
A fundamental breach, also referred to as an anticipatory repudiation, is a breach of contract so tangible that it may allow the non-breaching party to terminate the contract. The party is then entitled to also sue for damages.
Anticipatory Breach
An anticipatory breach, also known as anticipatory repudiation, is when one party indicates that it will be unable to perform as the contract states, or that future non-performance is unavoidable. In this case, the anticipatory breach may be treated as an actual breach and the non-breaching party can then sue for damages.
Avoiding a breach of contract is important for many different reasons. For example, breaching a contract can lead to legal fees, a damaged business reputation, and damages. These damages may include:
Compensatory damages
Compensatory damages are damages used to compensate for losses in order to bring the non-breaching party back to the position before the breach.
Nominal damages
Nominal damages are awarded when a breach occurs with no measureable financial loss.
Punitive damages
Punitive damages are made to the non-breaching party whose payment can extend beyond the financial losses of the breach. They are meant to punish “wrongful acts” and are not specially aimed to remedy breaches of contract law.
Liquidated damages
Liquidated damages are identified by parties in the contract itself.
In addition to damages, a breach of contract may also bring specific performance or cancellation and restitution. In specific performance, the court orders that the breaching party perform duties written into the contract. In cancellation and restitution, the non-breaching party receives damages and is entitled to cancel the contract, voiding its terms.
Enforcing a Contract
To collect these remedies for breaches of contract, parties usually turn to small claims court. However, going to small claims court can cost a significant amount of time and money in court appearances and court fees. Many times, the parties will choose to go in another direction. In these cases, a dispute may be brought to mediation or arbitration.
Lawsuit
In most cases, the non-breaching party will sue for damages in small claims court. A lawsuit can result in a number of remedies for the breached contract, including damages, specific performance, and cancellation and restitution. A lawsuit can provide damages that will provide the non-breaching company with remedy for the breached contract, especially if it is measurable by the court.
Mediation
Mediation involves both parties working with a mediator to find ways to resolve the contract dispute. A mediator is responsible for finding a solution that works for both parties. Mediation allows the parties to minimize risk and control costs.
Arbitration
Arbitration is similar to mediation in that there is a third party reviewing the dispute. However, since arbitration is mandatory and legally binding (most of the time), many people will choose to undergo mediation instead of arbitration.
