By Jeana Goosmann, Goosmann Law Omaha
Imagine this: Your business client walks in, fuming. A vendor failed to deliver critical parts, throwing off a major production deadline and costing your client thousands in lost revenue. “We need to sue,” they say. You’re ready to help — but before you fire off a complaint, are you sure your breach of contract claim is bulletproof?
Too many attorneys rush into breach cases without building a rock-solid foundation. The result? Weak pleadings, early dismissals, and clients left wondering why their slam-dunk case didn’t stick.
Here’s your guide to filing a breach of contract case that actually lands the punch — and positions your client to win.
Step 1: Start With a Strong Structure — Plead the Basics Right
A breach of contract claim rises or falls on four elements:
- The existence of a valid contract
- The plaintiff’s performance (or valid excuse)
- The defendant’s breach
- Damages resulting from that breach
Seems simple, right? But each of these must be pled with precision. That starts with knowing your jurisdiction’s pleading standard. Are you in a fact pleading state like Illinois? Or a notice pleading state like New York? Tailor your complaint accordingly — vague, boilerplate allegations won’t cut it.
Step 2: Make the Contract Clear — and Concrete
When pleading the existence of the contract, don’t overcomplicate it. A few well-drafted sentences will usually suffice:
“On [DATE], the parties entered into an agreement for [SERVICE/PRODUCT]. Plaintiff paid [AMOUNT] in exchange for [WHAT THE DEFENDANT WAS SUPPOSED TO DO].”
If the contract is written, attach it — especially if your jurisdiction requires it. If oral, state the key terms and consideration. And if there’s a risk the defense will dispute contract formation, consider preemptively addressing offer, acceptance, mutual assent, and capacity.
Step 3: Show Your Client Did Their Part
Courts want to see that your client performed their obligations under the contract. Don’t just say “Plaintiff performed” — back it up with concrete facts:
- What was delivered?
- What was paid?
- What milestones were met?
And if your client didn’t fully perform? You’ll need to plead a valid excuse — for example, that the defendant’s breach prevented performance, or that the contract was contingent on something that didn’t occur.
Step 4: Plead the Breach with Precision
This is where many complaints fall apart. Identify exactly what term was breached, and how:
- Did the defendant fail to deliver?
- Miss a payment?
- Provide defective work? Generic statements like “Defendant didn’t perform” won’t survive a motion to dismiss.
Also, anticipate common defenses: Was there a modification? A waiver? Did the defendant claim your client repudiated first? Get ahead of those arguments in your pleading strategy.
Step 5: Don’t Fumble the Damages
Courts typically expect plaintiffs to plead causation and damages clearly. That includes:
- General damages (lost payments, cost to cover, etc.)
- Special damages (lost business, reputational harm, lost profits — but only if they were foreseeable)
- Liquidated damages if specified in the contract
Tip: If your jurisdiction requires it, state the damage amount or at least that they exceed the court’s threshold. If special damages are involved, plead them with specificity — vague references won’t fly in most courts.
Step 6: Think Beyond the Basics — Conditions Precedent & Equitable Relief
Did the contract require notice of breach or an opportunity to cure? Plead that those conditions have been met. Most courts accept general language like:
“All conditions precedent have been satisfied, have occurred, or have been waived.”
You may also want to include equitable relief — like specific performance, injunctions, or declaratory judgment — especially if money alone won’t make your client whole. Just be sure to plead these remedies properly, often in separate counts depending on your jurisdiction.
Step 7: Close with a Clean, Clear Demand for Relief
End strong. Your “wherefore” clause should ask for:
- Compensatory damages
- Liquidated damages (if applicable)
- Pre- and post-judgment interest
- Attorneys’ fees (if the contract or statute allows it)
- Costs
- Any additional or alternative relief
Make your ask match your facts — and signal to the court (and opposing counsel) that your case is tight and trial-ready.
Pro-Tip: In Nebraska there are unique laws on Attorneys’ fees. Generally, they are not allowed.
The Takeaway: Don’t Just File — Build a Case That Sticks
Let’s go back to that opening scene. Your client walks in, fired up, ready to sue. By applying this strategic approach, you won’t just file a complaint — you’ll file a winning blueprint.
At Goosmann Law Firm, our litigators know how to craft airtight breach of contract claims from the ground up — because when the stakes are high, there’s no room for sloppy pleadings.