Contract Dispute Attorney — Glendale & Los Angeles
Most business contract disputes are not really about whether a contract existed. They are about what it required, whether performance was excused, and what the breach actually cost.
How long do you have to sue for breach of contract in California?
Four years for a written contract and two years for an oral contract, generally measured from the date of breach under Code of Civil Procedure sections 337 and 339. Different periods apply to specific claims, and a continuing or installment obligation may generate separate breaches with separate accrual dates. A written contract may also shorten the period if the clause is reasonable.
Enforcing and Defending Business Agreements
A California breach of contract claim requires the contract, the plaintiff's performance or excuse, the defendant's breach, and resulting damages. Disputes concentrate on the middle two. Was performance excused by the other side's prior breach, by a condition that never occurred, or by impossibility? Was the breach material enough to justify termination, or merely a partial failure that supports damages but not walking away?
Damages are where cases are actually valued. California awards expectation damages — the position performance would have produced — subject to foreseeability, reasonable certainty, and the duty to mitigate. Lost profits are recoverable but must be proved with reasonable certainty, which is why the strength of a claim often depends more on the financial records than on the contract language.
Attorney fees frequently drive settlement. California does not award fees to a prevailing party unless a statute or the contract provides for them, and a one-sided fee clause is made mutual by Civil Code section 1717. Where a contract contains a fee provision, the exposure can exceed the amount in dispute — which is why early mediation is often the rational path. Related claims are handled through corporate litigation.
330 North Brand Boulevard, Suite 1280
Glendale, California 91203
Los Angeles County Superior Court, including the Glendale and Stanley Mosk courthouses.
Formation, contracts, governance, transactions, and litigation for closely held California companies.
Contract Matters We Handle
For California businesses enforcing agreements and for those defending claims.
Breach & Enforcement Actions
Prosecuting claims for failed performance, nonpayment, defective goods or services, and repudiation, including expedited relief where warranted.
Commercial Collections
Unpaid invoices and open accounts, common counts, account stated theories, prejudgment interest, and judgment enforcement.
Defense of Contract Claims
Excuse, prior material breach, failure of a condition, statute of frauds, ambiguity, waiver, modification by conduct, and limitations defenses.
Interference Claims
Tortious interference with contract and with prospective economic advantage — see our discussion of Ixchel Pharma v. Biogen.
Fee & Damages Exposure
Evaluating attorney fee clauses, liquidated damages, limitation of liability provisions, and consequential damages waivers before strategy is set.
Commercial Lease & Real Estate Contracts
Contract disputes arising from commercial leases and purchase agreements, where property remedies may also apply.
Contract Disputes That Reach Our Office
Composite examples drawn from the kinds of matters this practice handles. They illustrate common fact patterns and are not descriptions of specific client cases or predictions of any result.
The Invoice and the Counterclaim
A vendor sues for six months of unpaid invoices. The customer answers with a claim that the work was deficient, valued conveniently at the amount owed. The case turns on the deliverable record and whether complaints were made contemporaneously.
The Contract That Was Modified by Conduct
The written agreement requires written change orders, but for two years the parties operated on emails and calls. When the relationship ends, the question is whether the writing requirement was waived by their course of dealing.
The Fee Clause Problem
A Glendale business faces a $60,000 claim under a contract with a prevailing party fee clause. Litigating to judgment risks fee exposure exceeding the principal, which reframes the decision as an economic one rather than a question of who is right.
When a Contract Problem Needs a Lawyer
- A counterparty has stopped performing or stopped paying.
- You have received a demand letter or a notice of default.
- You are considering terminating an agreement for the other side's breach.
- The contract contains an attorney fee clause and the dispute is escalating.
- The limitations period may be approaching on an older breach.
- The agreement requires mediation or arbitration before suit.
What to Do First
Do not stop performing unilaterally
Suspending your own performance without a legal basis converts a strong claim into a mutual breach. Confirm the basis before you stop.
Assemble the full agreement
The signed contract, every amendment, the purchase orders, and the emails modifying terms. Course of dealing frequently controls where the writing is silent.
Quantify the damages
Identify what performance would have produced and what was actually lost, with documents. Claims that cannot be quantified do not settle well.
Contract Disputes and Breach of Contract — Questions California Clients Ask
What California businesses ask about breach, damages, deadlines, and attorney fees.
What elements are required to prove breach of contract in California?
To prove breach of contract in California, a claimant must establish: (1) a valid contract existed, (2) the claimant performed or was excused from performance, (3) the defendant failed to perform a required obligation, and (4) the claimant suffered damages as a result of that failure.
Does a contract have to be in writing to be enforceable in California?
Not always. Oral contracts are generally enforceable in California for agreements that can be performed within one year. However, California's Statute of Frauds requires a written agreement for certain contracts — including real estate sales, leases longer than one year, and agreements that cannot be performed within one year. Written contracts are always preferable.
What is the statute of limitations for a contract dispute in California?
In California, the statute of limitations for a written contract is four years; for an oral contract, it is two years. The clock typically starts when the breach occurs or when the injured party discovers — or reasonably should have discovered — the breach.
What remedies are available for breach of contract in California?
Available remedies include compensatory damages (to put the non-breaching party in the position they would have been in had the contract been performed), consequential damages (foreseeable losses caused by the breach), specific performance (in cases involving unique goods or real property), and rescission (cancellation of the contract).
What is anticipatory breach?
Anticipatory breach occurs when one party clearly communicates — before the performance date — that it will not fulfill its contractual obligations. The non-breaching party may treat this as an immediate breach and pursue remedies without waiting for the actual performance deadline to pass.
What is the duty to mitigate damages in a contract dispute?
California law requires the non-breaching party to take reasonable steps to limit their losses after a breach occurs. A party cannot recover damages that could have been avoided through reasonable effort. Failure to mitigate can reduce the damages that may be recovered in a lawsuit.
What is the difference between a material breach and a minor breach?
A material breach is a significant failure that defeats the purpose of the contract and excuses the non-breaching party from further performance. A minor (or partial) breach falls short of complete performance but does not excuse the other party from its obligations — though it does give rise to a claim for damages proportionate to the shortfall.
When should I consult an attorney about a contract dispute?
You should consult an attorney as soon as you believe a contract has been breached — or before entering contracts for significant transactions. Early legal review can preserve evidence, evaluate available remedies, and position you effectively before the dispute escalates to litigation.
What can a business do about an unpaid invoice in California?
Confirm the contract terms and any applicable interest or fee provisions, send a documented demand, and evaluate the debtor's ability to pay before incurring litigation cost. Claims can be brought for breach of contract, on a common count, or on an account stated. Where the agreement contains an attorney fee clause, that provision is made mutual by statute and can materially change the economics for both sides.
Local Representation
Business contract claims involving Los Angeles County parties are filed in the county courts.
Talk to a Business Attorney
Before you terminate, stop paying, or send a demand, confirm the legal position. The first move in a contract dispute frequently decides the last one.