Breach of Contract Demand Letter

What is a breach of contract demand letter?

A breach of contract demand letter is a written notice that the recipient has failed to perform their obligations under an agreement, demanding that they cure the breach or compensate you for it. It works best when you have a written contract and can point to the exact provision that was violated, because that turns a disagreement into a documented claim a court can enforce.

When to send one

• A vendor or supplier failed to deliver goods or services you paid for.
• A client or partner did not pay or perform as the contract required.
• Someone violated a non-compete, non-disclosure, or exclusivity clause.
• A party delivered late or delivered something materially different from what was promised.
• A business partner is not meeting obligations under your operating or partnership agreement.
• You want a documented notice — and a chance to cure — before filing suit.

How to write a breach of contract demand letter

1. 1

   Identify the contract and the breach

   Locate the signed agreement and the specific clause or obligation the other party failed to meet.

2. 2

   Confirm your own performance

   Verify that you held up your side of the deal, since the other party may argue you breached first.

3. 3

   Calculate your damages

   Determine the financial harm the breach caused — lost payments, replacement costs, or other measurable losses.

4. 4

   Check for notice-and-cure requirements

   Review the contract for any clause requiring written notice and an opportunity to cure before further action.

5. 5

   State the facts and the breach

   Reference the contract date, quote the breached term, and describe exactly what the other party did or failed to do.

6. 6

   Demand a specific remedy and deadline

   Demand performance, correction, or a specific dollar amount in damages by a firm deadline.

7. 7

   State your intended next steps

   Explain that you will pursue legal remedies, including a lawsuit for damages, if the breach is not cured.

8. 8

   Send it with proof of delivery

   Send by Certified Mail with return receipt to satisfy any notice requirement and keep a copy.

What to include

Sample breach of contract demand letter

Copy this template and replace the [bracketed] details — or let the generator fill it in for you.

[Your Full Name / Business Name]
[Your Street Address]
[City, State ZIP]
[Your Email] · [Your Phone]

[Date Sent]

[Other Party Name / Business]
[Their Address]
[City, State ZIP]

RE: NOTICE OF BREACH AND DEMAND TO CURE — Agreement dated [Contract Date]

Dear [Recipient Name],

This letter concerns the [contract title] entered into between us on [Contract Date] (the "Agreement"). Under the Agreement, you were obligated to [describe the relevant obligation, quoting the specific section, e.g., "deliver [goods/services] by [date] under Section [X]"].

You have materially breached the Agreement. Specifically, [describe the breach — e.g., "you failed to deliver the goods by the agreed date and they remain undelivered," or "you have not made the payment of [Amount] due on [date]," or "you violated the non-disclosure obligation in Section [X] by [conduct]"].

I have fully performed my obligations under the Agreement, including [briefly state your performance].

As a result of your breach, I have suffered damages of [Amount], consisting of [brief itemization].

I demand that you cure this breach by [Response Deadline] by [stating the cure — e.g., "delivering the goods as specified," "paying the [Amount] now due," or "ceasing the prohibited conduct and confirming compliance in writing"]. If the breach cannot be cured by performance, I demand payment of [Amount] in damages by that date.

If you fail to cure the breach or pay the damages by [Response Deadline], I will pursue all remedies available to me under the Agreement and the law, including filing a lawsuit to recover damages, plus interest, court costs, and any attorney’s fees the Agreement or law allows.

I would prefer to resolve this matter promptly and amicably. Please contact me at [Your Phone] or [Your Email].

Sincerely,

[Your Full Name]
[Title, if applicable]

Do’s and don’ts

Evidence to gather

Strong evidence is what turns a letter into leverage. For a breach of contract dispute, collect:

What if they don’t respond?

A precise breach-of-contract demand often opens negotiations, because the other side can see you understand the agreement and your damages. If the deadline passes without a cure, your next step is usually a lawsuit, with the venue depending on the amount — small claims for smaller sums, or civil court for larger or complex claims. Courts expect a demand letter first, and many contracts require written notice and a chance to cure before suing, so sending one protects your right to proceed. Keep your contract, proof of your own performance, your damages calculation, and the dated letter for any litigation.

Frequently asked questions