The disputes I handle
Most of the contract cases I take fall into a few groups:
- Non-payment. Goods delivered, work done or services rendered, and the bill unpaid.
- Non-performance. A vendor, contractor or partner took your money and didn't deliver, delivered late, or delivered something defective.
- Business sales and buyouts. Earn-outs that weren't paid, seller notes in default, broken non-competes, misrepresentations in the deal.
- Partnership and operating agreements. Distributions withheld, buyout prices not paid, capital calls ignored.
- Commissions and compensation. Sales commissions, consulting fees and bonuses that were earned and not paid.
- Settlement agreements. The other side agreed to pay and stopped.
- Real estate contracts. Purchase and sale agreements, construction contracts and deposit disputes. See real estate litigation.
What you have to prove
A Massachusetts breach of contract claim comes down to four things: there was an agreement, you did your part (or were ready to), the other side failed to do theirs, and you lost money as a result. Each is simple to state and each can be fought over. The questions I usually focus on early are:
- What exactly did they agree to? Written terms, the emails around them, and how the parties actually behaved all bear on what the deal was. Oral contracts are enforceable for many kinds of agreements, but certain ones, including most real estate deals and promises that can't be performed within a year, need a signed writing.
- Can the damages be proven? Lost payments are easy. Lost profits take more work, and I'll tell you how strong the proof is.
- What will the other side say? The usual defenses are that you breached first, that the work was defective, that the contract was modified, or that a limitation-of-liability clause caps the damages. Better to know now.
What you can recover
Expectation damages. The basic measure puts you where you'd be if the contract had been performed: the unpaid price, the cost to finish or fix what wasn't done, or the profit you lost.
Consequential damages. Losses that were reasonably foreseeable to both sides when the contract was made can also be recovered, unless the contract excludes them.
12% interest. Massachusetts adds interest to contract judgments at the contract rate or, if there isn't one, 12% a year from the date of breach or demand (G.L. c. 231, § 6C). In a case that takes two or three years, that alone can add a quarter or more to the recovery. Run the numbers.
Attorney's fees. Massachusetts follows the American rule, so each side generally pays its own lawyer. The main exceptions are a fee clause in the contract and Chapter 93A.
Multiple damages under Chapter 93A. A simple breach, even an intentional one, isn't a 93A violation. But when the breach was used as a tool to extract something the other side wasn't entitled to, or came with deception, a court can award double or treble damages plus fees. When 93A applies.
Specific performance. When money won't fix it, as with a unique property or business asset, the court can order the other side to go through with the deal.
Where the case is filed
Larger contract cases are usually filed in the Superior Court in the county where one of the parties is located. Complex commercial disputes can qualify for the Business Litigation Session in Boston, where judges hear only business cases. Smaller claims may belong in the District Court. Where the contract has a forum-selection or arbitration clause, that governs, and I'll review it before anything is filed.
Time limits. The general limitations period for contract claims in Massachusetts is six years from the breach (G.L. c. 260, § 2), and twenty years for contracts under seal. Contracts can shorten these periods, and claims that also sound in tort or under Chapter 93A run on different clocks. Details here.
Contingency on contract cases
I'll take a breach of contract case on contingency when liability is clear, the damages are provable and substantial, and the defendant can pay a judgment. When a case is strong but expensive to prove, for example one that needs expert testimony on lost profits, a hybrid fee may be fairer to both of us. Fee options.
Start with the documents
Send me the contract and any amendments, the key emails, proof of what you paid or performed, and your best estimate of the loss. I'll read them and tell you what I think. Request a case review or call (617) 230-2779.