Breach of Contract Claims – Elements to Prove

In civil proceedings, the party who initiates the claim is referred to as the Claimant, while the party against whom the claim is brought is known as the Defendant. For a Claimant to bring a claim for breach of contract, there are 5 elements that must be proven: 

1. Existence of a legally binding contract; 

2. The contractual term(s) relied upon; 

3. Breach by the Defendant (the other party); 

4. Causation and loss (damage); and 

5. Quantum (measure of damages) and mitigation. 

Evidence of a legally binding contract 

The initial stage is for the Claimant to prove that a contract was formed and is enforceable. This ordinarily entails adducing evidence of a valid offer and acceptance, consideration, an intention to create legal relations and certainty of terms. Where applicable, it may also be necessary to demonstrate the parties’ capacity (or, in a corporate context, the signatory’s authority) and compliance with any relevant formality requirements. 

It is important to note that a contract need not be in writing. A legally binding agreement may be established where the parties’ terms were agreed orally or inferred from their conduct and course of dealings. 

The contractual term(s) relied upon 

At this stage, the Claimant is required to identify which terms were binding and what performance was required. The Claimant must be able to identify the express terms (written/oral) and/or any implied terms (e.g. implied by statute or custom) which are said to have been breached. 

It is not enough to state that “the Defendant has breached the agreement”. 

Breach by the Defendant 

The Claimant must prove that the Defendant has failed to do what the contract required or did something the contract prohibited. There are different types of breaches that can occur which will depend on what the Defendant has claimed to do but may include non-performance, defective performance/ goods or an anticipatory breach or repudiation.

There are some defences that a Defendant may try and claim. 

Causation and recoverable loss (damage) 

The next stage is to prove that the breach caused a loss and that the loss is legally recoverable. Essentially the Claimant must show that the loss would not have been suffered but for the breach, and that the breach is sufficiently connected to the loss. 

There are specific rules on the remoteness, foreseeability and knowledge of the loss which must be considered when considering whether the loss can be recovered. 

Quantum (measure of damages) and mitigation 

The final stage requires the Claimant to establish the basis on which the court should assess and quantify the award, and to see whether they have mitigated their losses. 

In a breach of contract claim, the Claimant is under a duty to mitigate any losses that arise from the breach. In practical terms, this involves acting to reduce avoidable loss, for example, seeking alternative work, or replacing goods/services, rather than permitting losses to accrue unnecessarily. 

To be able to bring a claim for breach of contract, the Claimant cannot simply bring proceedings against a Defendant, they would need to send what is known as a “Pre-Action Letter”. 

If you do believe that you have a claim for breach of contract, or if you have received a “Pre-Action Letter” and you are concerned that a claim may be brought against you, please contact our Dispute Resolution Team at Buxton Coates Solicitors today on 0330 088 2275.