NYC Breach of Commercial Contracts Attorney

Business contracts are built on mutual trust and clear expectations. When one party fails to meet their obligations—whether it’s missed payments, undelivered services, or violated terms—it creates real problems that can affect operations, finances, and business relationships.

Breach of contract disputes are some of the most common legal issues businesses face in NYC. Understanding what constitutes a breach, what your options are, and how to respond effectively can make the difference between a quick resolution and a long legal battle.

Whether you’re facing payment issues, missed deadlines, or more complex partnership disagreements, our experienced commercial litigation attorneys provide strategic guidance to protect your interests and resolve disputes efficiently. We understand that every breach is different, and we tailor our approach to achieve the best possible outcome for your business. Contact us for a free consultation.

Common Commercial Breach of Contract Disputes We Can Help With

Failure to Pay

One of the common types of contract breaches occurs when one party receives goods or services as agreed but fails to provide payment according to the terms specified in the contract.

Whether you’ve delivered products, completed a project, or provided ongoing services, non-payment disputes often take place from disagreements over invoice accuracy, quality of work delivered, or interpretation of payment terms.

In some cases, the non-paying party may claim they’re withholding payment due to defects or unsatisfactory performance. Other times, businesses simply face cash flow problems of their own.

When facing non-payment, you have several options depending on your contract terms and the circumstances. These range from negotiation and payment plans to demand letters, liens (in specific industries), and litigation to recover what you’re owed.

Failure to Deliver Goods or Services

This type of breach can range from complete non-delivery—where nothing is provided by the agreed date—to partial delivery, where only some of the contracted goods or services are fulfilled. The impact on a business can be significant, especially if the business has already paid in advance, made commitments to its own customers based on the expected delivery, or incurred costs preparing to receive the goods or services.

Common scenarios include vendors who fail to ship products, contractors who abandon projects mid-completion, or service providers who stop performing their contractual duties. Sometimes the breach is intentional, but it can also result from supply chain issues, financial difficulties, or overcommitment to too many clients.

The contract terms typically specify delivery dates, quantities, quality standards, and what constitutes acceptable performance. When these aren’t met, you may be entitled to remedies that include recovering advance payments, obtaining substitute goods or services at the breaching party’s expense, or claiming damages for losses caused by the failure to deliver.

Violating Confidentiality or Restrictive Clauses

Confidentiality and restrictive clauses are common in commercial contracts, especially in industries where proprietary information or customer relationships are critical to business success. When these clauses are violated, it can lead to significant competitive harm and financial loss.

These breaches often involve employees who leave to work for a competitor, vendors who misuse confidential information, or business partners who violate non-compete or non-solicitation agreements. In some cases, the breaching party may argue that the restrictive clause is unenforceable due to being overly broad or unreasonable.

Courts may grant an injunction if you establish irreparable harm and a likelihood of success. In New York, non-competes must be reasonable in duration and scope and protect legitimate business interests. The FTC’s proposed national ban was vacated in 2025, and New York has no blanket ban, so enforceability depends on context.

Missing Deadlines

Time is often of the essence in business contracts. Whether it’s a construction project that needs to be completed by a certain date, a product delivery timed for a seasonal market, or a service contract with strict performance deadlines, when these timelines aren’t met, it can cause delays and financial loss.

A missed deadline may be a breach if time is of the essence or the delay defeats the contract’s purpose. Minor delays may be treated as non-material unless they cause substantial harm.

Depending on your contract terms and the impact of the delay on your business, you may be able to claim damages for the losses caused. In some cases, you may also have the right to terminate the contract and seek alternative providers.

Early Termination

Contracts typically specify their duration and the conditions under which they can be terminated early. If one party ends the contract prematurely without a valid reason specified in the agreement, it’s considered a breach.

Early termination can cause endless headaches—especially if you’ve made investments based on the expected duration of the contract or if finding a replacement provider is difficult or costly.

If the other party ends the contract without justification, you can seek expectation damages (the value of what you lost) and, where applicable, incidental or consequential damages.

Misrepresentation or Fraud

Misrepresentation or fraud occurs when one party provides false information or deliberately conceals material facts during contract negotiations, and the other party relies on this misinformation when entering into the agreement.

Fraudulent misrepresentation can involve exaggerating a product’s capabilities, acting in bad faith, hiding known defects, manipulating financial information, or making false promises about future performance. These breaches can be difficult to prove, but can result in significant damages if successful.

If you’ve entered into a contract based on fraudulent misrepresentation, you may have the right to rescind (cancel) the contract and recover losses you’ve suffered.

Failure to Perform Obligations

Sometimes, a party simply fails to perform its contractual obligations without any valid excuse. This can range from not providing promised services, not meeting quality standards, not adhering to agreed schedules, or not fulfilling any other obligation specified in the contract.

Failure to perform is often due to financial difficulties, lack of resources, incompetence, or overcommitment. Regardless of the reason, if a party fails to perform their contractual duties and it causes you harm, it constitutes a breach.

Late Performance/Substandard Performance

In some cases, a party may fulfill its contractual obligations but do so late or in a manner that doesn’t meet the agreed standards. This can hurt your bottom line and client loyalty—especially if you’ve made commitments to your customers based on the expected performance.

Regardless of the reason, if a party doesn’t perform their contractual duties on time or to the agreed standard and it causes you harm, it constitutes a breach.

Depending on your contract terms and the impact of the late or substandard performance on your business, you may be able to claim damages for losses caused by the breach.

Partnership and Shareholder Disagreements

Business partnerships and shareholder relationships are managed by contracts that specify each party’s rights, responsibilities, and expectations. When disagreements take place over these terms—whether it’s about profit distribution, management decisions, or exit strategies—it can lead to legal disputes.

These disputes often involve interpreting ambiguous contract terms, valuing business assets, or determining fair buyout prices.

Our commercial litigation attorneys can help in these challenging situations with strategic advice, negotiation skills, and, if necessary, aggressive litigation to protect your interests.

Purchase and Sale Disagreements

Contracts for the purchase and sale of goods or businesses are common in commercial transactions. Disagreements over product quality, delivery terms, payment conditions, warranties, or indemnities can lead to significant conflict and legal disputes.

These disputes often involve interpreting contract terms, assessing damages for non-performance or breach of warranty claims, or determining remedies for misrepresentation or fraud, highlighting the need for experienced legal representation.

Real Estate and Commercial Lease Disagreements

Real estate contracts and commercial leases disputes often involve interpreting lease terms, assessing damages for non-performance or breach of covenant claims, or determining remedies for misrepresentation or fraud. These disputes can be complex due to the specific legal requirements and significant financial stakes involved.

Issues may happen due to disagreements over commercial rent payments, maintenance responsibilities, lease renewals, or violations of lease restrictions. Resolving these conflicts often requires skilled business litigation attorneys.

Anticipatory Breaches

An anticipatory breach happens when one party indicates that they will not fulfill their contractual obligations before the performance is due. This could be through explicit communication or actions that make it clear they will not or cannot perform as agreed.

Anticipatory breaches can put the non-breaching party in a difficult position. On one hand, you may want to wait and see if the other party will indeed fail to perform. On the other hand, waiting could lead to further damage or missed opportunities to mitigate your losses.

In New York, you can treat a contract as breached only if the other party’s refusal to perform is clear and unequivocal. You may also demand adequate assurance of performance under the UCC or common law. This allows you to take action quickly to minimize your losses and seek alternative solutions.

In some cases, what appears to be an anticipatory breach may actually be a request for negotiation or a response to a perceived breach by the other party.

Material vs. Minor Breaches

In contract law, breaches are typically categorized as either material or minor, based on their impact on the contract’s purpose and the non-breaching party’s benefit of the bargain.

A material breach affects the contract’s value or prevents the non-breaching party from receiving the primary benefit they expected from the agreement. Examples of material breaches include failure to deliver key goods or services, significant delays that defeat the contract’s purpose, or violations of essential terms such as price, quantity, or quality.

A minor breach, on the other hand, is less serious and doesn’t substantially affect the contract’s overall purpose or the non-breaching party’s benefit. Examples of minor breaches include minor delays, slight deviations from agreed specifications, or violations of less important contract terms.

The distinction between material and minor breaches is crucial because it affects your legal remedies. If a material breach occurs, you generally have the right to terminate the contract and seek damages for all losses caused by the breach. If a minor breach occurs, you typically can’t terminate the contract but can seek damages for any losses caused by the specific breach.

Our experienced commercial litigation attorneys can help you make these assessments, understand your legal options, and take strategic action to protect your interests.

Remedies and Legal Options for Breach of Contract

Monetary Damages

Monetary damages are the most common remedy for breach of contract. They’re designed to compensate you for the financial loss you’ve suffered due to the breach. The goal is to put you in the position you would have been in if the contract had been properly performed.

Determining and proving your damages can be complex. It often involves financial analysis, expert testimony, and persuasive argumentation.

Specific Performance

In some cases, monetary damages may not be adequate to compensate for a breach—especially when the contract involves unique goods, real estate, or services that can’t be easily replaced. In these situations, you may be able to seek a remedy called specific performance.

Specific performance forces the breaching party to fulfill its contractual obligations. It’s typically used when the contract involves something unique, such as a specific piece of property, a unique product, or a service that only the breaching party can provide.

However, specific performance isn’t always available or practical. Courts are often reluctant to force parties to perform under a contract if it would involve ongoing supervision or if it would cause hardship to the breaching party. In addition, if the breaching party is unwilling or unable to perform, specific performance may not be an effective remedy.

Rescission or Contract Termination

In some cases, you may want to cancel (rescind) the contract and return both parties to their pre-contractual positions. This is typically used when there’s been a material breach, fraud, mistake, or undue influence that makes the contract fundamentally unfair or impossible to perform.

Rescission can be complex and often involves returning any benefits received under the contract. If you’ve already performed your obligations or incurred costs based on the contract, you may also be entitled to restitution for your losses.

Declaratory Judgments or Injunctions

In some cases, you may need a court’s help to clarify your rights and obligations under a contract or prevent further harm from a breach. This can be achieved through declaratory judgments or injunctions.

A declaratory judgment is a court decision that clarifies the parties’ rights and obligations under a contract. It’s typically used when there’s a dispute over contract interpretation or when you’re unsure whether certain actions would constitute a breach.

An injunction is a court order that prevents a party from doing something that would breach the contract or cause further harm. It’s typically used when there’s an ongoing breach or a threat of an imminent breach that would cause irreparable harm.

Both declaratory judgments and injunctions can be powerful tools to resolve contract disputes and prevent further harm. However, they involve complex legal procedures and strict standards of proof.

Alternative Dispute Resolution (ADR)

Not all contract disputes need to be resolved through litigation. Alternative Dispute Resolution (ADR) methods such as mediation and arbitration can often provide a faster and less adversarial way to resolve contract disputes.

Mediation involves a neutral third party (the mediator) who helps the parties communicate, understand each other’s positions, and negotiate a mutually acceptable resolution. It’s typically voluntary, confidential, and non-binding unless the parties reach an agreement.

Arbitration involves one or more neutral arbitrators who hear the parties’ arguments and make a decision on the dispute. It’s typically binding and subject to limited judicial review. Some contracts include mandatory arbitration clauses that require disputes to be resolved with arbitration instead of litigation.

Contact Us for a Free Consultation

If you’re facing a breach of contract dispute in NYC, don’t deal with it alone. NYC breach of commercial contracts attorney Scott Richman is here to help with the complexities of contract law, the nuances of business relationships, and the realities of commercial disputes. Contact us today for a free consultation.

FAQs: Breach of Contract Cases in NYC

What should I do if the other party hasn’t delivered as promised?

If the other party hasn’t fulfilled their contractual obligations, here are some steps you can take:

• Review the contract
• Document the breach
• Consult an attorney

How long do I have to file a breach of contract claim in New York?

In New York, the statute of limitations for breach of contract claims is generally six years from the date of the breach. However, this can vary depending on the type of contract involved, whether there’s a contractual agreement to shorten this period, or whether certain actions have been taken that could extend this period.

What evidence do I need to prove a breach?

Proving a breach of contract typically involves three elements:

• Proving there is a contract
• Proving there was a breach
• Proving there were damages as a consequence of the breach

The specific evidence needed will depend on your situation and could include contract documents, correspondence, financial records, witness testimony, expert reports, or any other relevant information.

How can a breach of contract attorney help enforce my contract?

A breach of contract attorney can help enforce your contract by reviewing its terms, advising you on your rights and options, negotiating with the other party, pursuing legal action if necessary, and working to obtain remedies such as monetary damages or specific performance to protect your interests.

What defenses can a business use against a breach of contract claim?

If you’re facing a breach of contract claim, here are some common defenses:

• You may prove that no valid contract existed
• You may prove that you fulfilled your contractual duties
• You may prove that unforeseen events, impossibility, or unmet conditions excuse your non-performance.
• You may prove the other party breached first, freeing you from your obligations.

The defenses depend on your case details. An experienced commercial litigation attorney can help you understand and use these defenses to protect your interests.