Demand Letter Example

Demand Letter Sample 2

The Lawyer’s version.

[Insert Company Letterhead]

CONFIDENTIAL – FOR THE PURPOSES OF SETTLEMENT DISCUSSION ONLY

[Date]

CERTIFIED MAIL OR EMAIL RETURN RECEIPT

Jane Doe

XYZ Corp

1212 Orange Street

Bitter City, California 92107

RE: Demand Letter / Breach of Contract

Dear Jane Doe:

On _____ [date], your company XYZ Corp executed an agreement with our firm, Sullivan Corp [your company]. A true and correct copy of the executed contract is attached hereto.

Analysis

Here, the material terms of the contract require that Sullivan Corp. performs as follows:

• [copy/paste the material terms of the agreement]
• [copy/paste the material terms of the agreement]
• [copy/paste the material terms of the agreement]
• [copy/paste the material terms of the agreement]

Sullivan Corp. was required to perform by ________ [date]. Sullivan did all, or substantially all, of the important things that the contract required of it.

[or, That Sullivan was excused from having to [specify things that plaintiff did not do, e.g., obtain a guarantor on the contract.]

The material terms of the contract require XYZ to perform as follows:

• [copy/paste the material terms of the agreement]
• [copy/paste the material terms of the agreement]
• [copy/paste the material terms of the agreement]
• [copy/paste the material terms of the agreement]

XYZ was required to perform by __________ [date].

XYZ failed to do something that the contract required it to do; the following are not performed:

• [copy/paste the material terms of the agreement]
• [copy/paste the material terms of the agreement]
• [copy/paste the material terms of the agreement]

That Sullivan was harmed. The harm constitutes money damages and calculated as follows:

• Calculate your money damages.

That XYZ Corp’s breach of contract was a substantial factor in causing Sullivan Corp’s harm. Causation of damages in contract cases, as in tort cases, requires that the damages be proximately caused by the defendant’s breach and that their causal occurrence be at least reasonably certain.’ A proximate cause of loss or damage is something that is a substantial factor in bringing about that loss or damage.” (U.S. Ecology, Inc., supra, 129 Cal.App.4th at p. 909.

Sincerely yours,

Sullivan Corp.

signature
John Doe,  [Company title]

Legal Authority

To prevail on a cause of action for breach of contract, the plaintiff must prove (1) the contract, (2) the plaintiff’s performance of the contract or excuse for nonperformance, (3) the defendant’s breach, and (4) the resulting damage to the plaintiff.” (Richman v. Hartley (2014) 224 Cal.App.4th 1182, 1186.

Implicit in the element of damage is that the defendant’s breach caused the plaintiff’s damage.” (Troyk v. Farmers Group, Inc. (2009) 171 Cal.App.4th 1305, 1352.

When a party’s failure to perform a contractual obligation constitutes a material breach of the contract, the other party may be discharged from its duty to perform under the contract. Normally the question of whether a breach of an obligation is a material breach, so as to excuse performance by the other party, is a question of fact. Whether a partial breach of a contract is material depends on ‘the importance or seriousness thereof and the probability of the injured party getting substantial performance.’ ‘A material breach of one aspect of a contract generally constitutes a material breach of the whole contract.’ ” (Brown, supra, 192 Cal.App.4th at pp. 277-278, internal citations omitted.)

The wrongful, i.e., the unjustified or unexcused, failure to perform a contract is a breach. (1 Witkin, Summary of California Law (10th ed. 2005) Contracts, § 847, original italics, internal citations omitted.) “Ordinarily, a breach is the result of an intentional act, but negligent performance may also constitute a breach, giving rise to alternative contract and tort actions.” (Ibid.)