How to Write a Breach of Contract Letter: 14 Steps

Someone broke a contract. That’s annoying on a personal level and expensive on a practical levellike ordering a pizza and getting a single olive and a note that says, “Good luck.” A well-written breach of contract letter (often called a notice of breach or demand letter) is your grown-up way of saying: “Here’s what you promised, here’s what happened, here’s what I want, and here’s the timeline.”

This guide walks you through 14 clear steps to write a breach of contract letter that’s firm, factual, and hard to ignorewithout sounding like you’re auditioning for a courtroom drama. You’ll also see practical tips, a mini example, common mistakes, and a bonus section with real-world “wish I knew that earlier” lessons.

Important: This article is for general informational purposes and is not legal advice. Contracts can be tricky, and the right approach depends on your state, your contract language, and the stakes. If you’re dealing with big dollars, tight deadlines, or a high-drama counterparty, consider talking with a qualified attorney.

What Is a Breach of Contract Letter?

A breach of contract letter is a written notice that:

• Identifies the contract (what it is, when it was signed, who’s involved)
• Describes the breach (what they failed to door did wrong)
• Explains the impact (money lost, work delayed, obligations unmet)
• Demands a fix (payment, performance, replacement, refund, cure)
• Sets a deadline and outlines what happens next if they don’t comply

Think of it as the “paper trail starter kit.” If the dispute escalates, your letter can show you tried to resolve things reasonably before jumping to legal action.

Before You Write: A Quick Reality Check

Before you fire up your keyboard and your righteous fury, pause and do three quick checks:

1. Is there actually a contract? (Signed agreement, accepted proposal, terms + payment + scopesometimes even emails can matter.)
2. Did you do your part? If you didn’t perform your obligations, the other side may claim you’re the one in breach (or that performance was excused).
3. Does the contract require a specific notice method? Some agreements demand notice be sent to a certain address, by certain methods, and within a certain timeframe.

The 14 Steps to Write a Breach of Contract Letter

1. Step 1: Re-read the contract (yes, all of it)

   Start with the actual words on the page. Pay special attention to:

   • Scope of work / deliverables
   • Payment terms and due dates
   • Deadlines, milestones, and “time is of the essence” language
   • Notice requirements (how and where to send official notices)
   • Right-to-cure clauses (a period to fix the breach)
   • Dispute resolution (mediation/arbitration) and attorney’s fees clauses
   • Termination provisions

   This step prevents you from demanding something the contract doesn’t supportor missing a required “notice to cure” window.

2. Step 2: Identify the exact promise that was broken

   Vague complaints don’t travel well. Pinpoint the specific obligation and (ideally) the section number or clause. Example:

   • “Payment due within 15 days of invoice”
   • “Deliver 10 blog articles by January 15”
   • “Provide monthly maintenance visits”

   Your goal: make it obvious what they agreed to do and what they didn’t do.

3. Step 3: Confirm it’s a breach (and not a misunderstanding)

   Sometimes the “breach” is a misread timeline, a change order no one documented, or a deliverable that was sent to the wrong email address (classic). Verify the facts:

   • What was due?
   • When was it due?
   • What was delivered/paid (if anything), and when?

   If you can honestly say, “If a stranger read this contract, they’d agree,” you’re ready to write.

4. Step 4: Check for notice and cure requirements

   Many contracts require you to give written notice and allow time to “cure” (fix) the breach before you can terminate or pursue certain remedies. Your letter should follow those rules like it’s a recipe and you actually want edible cookies.

   If the contract says they have 10, 15, or 30 days to cure after notice, your deadline should align with that language.

5. Step 5: Gather your evidence (and keep it organized)

   Collect documents you may reference or attach:

   • The contract (and amendments/change orders)
   • Invoices, receipts, purchase orders
   • Emails/texts confirming timelines, approvals, or deliverables
   • Photos, inspection reports, tracking numbers (if relevant)
   • A simple timeline of key events and dates

   Bonus tip: label your files like a calm professional, not like a stressed-out raccoon (“FINAL_FINAL2_REALFINAL.pdf”).

6. Step 6: Calculate your damages (with real numbers)

   If you’re demanding money, do the math clearly. Common categories include:

   • Amounts owed under the contract (unpaid invoices)
   • Costs to fix/replace defective work or missing performance
   • Out-of-pocket expenses caused by the breach (rush shipping, temporary replacements)
   • Contractual interest or late fees (if the contract allows)

   Keep it reasonable and defensible. “You wasted my time” is emotionally valid, but it’s not a number unless you can tie it to a contract term or provable loss.

7. Step 7: Decide what you want (your “ask”)

   Pick your primary remedy. Examples:

   • Pay $X by a certain date
   • Deliver the agreed work by a certain date
   • Repair/replace defective work
   • Refund a payment
   • Provide written assurance they’ll comply going forward

   Be specific. “Make it right” is a vibe, not a remedy.

8. Step 8: Determine who should receive the letter

   Send it to the correct person or department. Check the contract’s notice section for an official address and recipient (sometimes it’s a registered agent, legal department, or specific officer).

   If you’re dealing with a business, sending it to “Customer Service” is like shouting into a canyon and hoping your echo pays you back.

9. Step 9: Use a professional format and clear subject line

   At the top of the letter, include:

   • Your name/business name, address, phone, email
   • Date
   • Recipient’s name, title (if known), and address
   • Subject line (example: “Notice of Breach of Contract – [Contract Name/Date]”)

   A clean format signals you mean business and makes the letter easier to file, forward, and take seriously.

10. Step 10: Identify the contract and summarize the agreement

    In the first paragraph, state:

    • The contract title/type (e.g., “Service Agreement,” “Purchase Agreement,” “Lease”)
    • The date it was signed/effective
    • The parties involved

    Then summarize the relevant obligations in plain English, preferably tied to clause numbers.

11. Step 11: Describe the breach with dates, facts, and contract references

    This is the heart of the letter. Be factual, not theatrical.

    • What happened (or didn’t happen)
    • When it happened
    • Which contract term(s) were violated

    Mini example: “Under Section 3.2, payment is due within 15 days of invoice. Invoice #1047 was issued on October 1, 2025, and remains unpaid as of today.”

12. Step 12: Explain the impact and the amount you’re claiming

    Connect the breach to real consequences:

    • Financial losses (include a breakdown)
    • Delays or disruptions
    • Costs to mitigate the problem

    If you’re demanding payment, list the total amount due and how you got there (principal, fees/interest if contractually allowed, and any documented costs).

13. Step 13: Demand a cure or remedy by a specific deadline

    State exactly what the recipient must do and by when. Your deadline should be:

    • Consistent with the contract (especially cure periods)
    • Reasonable based on the situation
    • Specific (“by 5:00 p.m. on March 1, 2026,” not “ASAP”)

    Also include practical details like where to send payment, how to deliver replacement goods, or how to confirm compliance in writing.

14. Step 14: Reserve your rights, choose a solid delivery method, and keep records

    Close the letter by stating that you reserve all rights and remedies under the contract and applicable law. Keep it firm, not threatening.

    Then send the letter using a method that creates proof of delivery. Common options include certified mail (often with return receipt) and additional copies by regular mail or email when appropriatedepending on what your contract requires.

    Most important: keep copies of everythingyour letter, attachments, mailing receipts, delivery confirmations, and any replies.

Copy-and-Paste Language You Can Adapt

Use this as a starting point (customize it to your facts and contract terms):

Re: Notice of Breach of Contract – [Agreement Name/Date]

This letter serves as formal notice that you are in breach of the [Agreement Name], dated [Date], between [Your Name/Business] and [Their Name/Business].

Under Section [X], you agreed to [obligation]. However, on [date(s)], you [describe breach]. This constitutes a breach of the Agreement.

As a result of this breach, [brief impact]. The amount currently owed/claimed is $[X], calculated as follows: [brief breakdown].

Please cure this breach by [deadline], by [specific action required]. If you do not cure the breach by this deadline, we will consider pursuing available remedies, including those provided in the Agreement and under applicable law. All rights are expressly reserved.

Common Mistakes That Make Your Letter Weaker

• Being vague: “You breached the contract” without clause references or dates invites denial.
• Overheating the tone: insults and threats don’t persuade; they escalate.
• Demanding the impossible: if your request isn’t tied to the contract or provable damages, it’s easier to ignore.
• Ignoring notice requirements: sending it to the wrong address can undermine your position later.
• No deadline: without a timeline, there’s no urgency.

Quick FAQ

Do I have to send a breach notice before filing a lawsuit?

Sometimes contracts require it (especially if there’s a cure period). Some claims or courts may effectively expect a demand attempt, too. Even when it’s not strictly required, a letter can help resolve the dispute faster and create a record of good-faith efforts.

Should I send it by certified mail?

Often, yesif your contract or situation makes proof of delivery important. Some courts and consumer protection procedures specifically encourage or require tracked delivery. If the contract specifies a method, follow it.

How long should I give them to respond?

Use the contract’s cure period if it exists. If it doesn’t, choose a reasonable deadline based on the breach (commonly 7–30 days). The key is clarity and reasonableness.

Extra: of Real-World Experience (What People Learn the Hard Way)

Here’s what tends to happen in real life when people send breach of contract lettersacross freelancers, small businesses, landlords, contractors, vendors, and regular humans who just wanted a deal to stay a deal.

1) The letter is less about “winning” and more about getting a response. Many disputes stall because the other side is avoiding the conversation. A well-structured notice letter does something magical: it turns a messy argument into a clear checklist. It tells the recipient, “These are the facts, these are the contract terms, this is the deadline.” Even stubborn parties often respond once they see you’ve built a paper trail.

2) People underestimate how much “tone” changes outcomes. The most effective letters are surprisingly calm. They don’t grovel, but they also don’t throw verbal furniture. Why? Because a professional tone gives the other party a face-saving exit. If your letter reads like a personal attack, you force them into defensive mode. If your letter reads like a straightforward business problem, you invite a business solution. The goal is compliance, not applause.

3) Details beat drama every time. Recipients ignore vague claims, but specific claims require an actual decision. Compare “You didn’t do the work” with: “Section 2 requires three maintenance visits per month. No visit occurred in November 2025 or December 2025. Attached are the service logs and our written requests dated December 3 and December 18.” One of those is easy to deny. The other is a problem with paperwork attached.

4) The cure period is where negotiations usually happen. If your contract includes a cure period, it often becomes the window for practical resolution: partial payment plans, revised delivery schedules, replacement work, or a mutual termination agreement. Many people discover that the “deadline” isn’t just a threatit’s a negotiation boundary. It creates urgency without requiring you to immediately escalate.

5) Proof of delivery prevents the “we never got it” game. When disputes escalate, a common tactic is pretending the letter was never received. Using a delivery method that creates recordsand keeping copies of everythingremoves that argument. People who document well often find disputes resolve faster, because the other side realizes the situation is organized and defensible.

6) The best letters make the next step obvious. A strong letter doesn’t just complain; it offers a clear path to resolution: “Pay $X by this date,” or “Deliver items A, B, and C by this date,” or “Confirm in writing that you will cure the breach under Section 9.” When the recipient can fix the problem in one concrete action, you’re more likely to get resultsbecause you’ve made compliance easier than conflict.

Conclusion

A breach of contract letter is your opportunity to be clear, credible, and strategically calm. Follow the contract, stick to facts, show your math, state your remedy, set a deadline, and document everything. If the issue resolves, you saved time and money. If it doesn’t, you’ve created a clean record that shows you acted reasonably and gave the other party a fair chance to fix the problem.