For business people everywhere, contracts are an important part of doing business. When transactions occur, contracts provide reassurance, yet business litigation frequently involves a breach of contract. Such matters can be complex, and a breach of contract attorney will be an invaluable asset if you are dealing with a business dispute.

In an ideal world, business contracts would be created, carried out, and completed to the benefit of both sides involved. But in the real world of business, financial problems can inhibit agreements, as can delays, unexpected events, and other problems. When a contract is not carried out, one party can end up filing a breach of contract case in order to seek legal remedies.

Both sides in a breach of contract case have their own stories surrounding events. If you’ve become involved with a breach of contract situation, the Birk Law Firm can help to ensure that you’re fairly represented and that your side of the story will be both convincing and clear. If you’ve had to pay the price for someone else’s failure to uphold an agreement, we want to help.

What Does a Breach of Contract in Missouri Involve?

Obligations under a business contract are required to be fulfilled by both parties who enter into an agreement. If a party fails to fulfill these contractual obligations, it is considered a breach of contract. A breach of contract can occur if a party fails to perform or deliver on time, does not perform in accordance with an agreement’s terms, or outright fails to perform.

An important first question involving any breach of contract in Missouri asks whether the contract was validly formed. A valid contract contains both an offer and an acceptance. Many breach of contract cases question whether the offer or the acceptance was sufficient to form a binding contract. For example, an offer might not include necessary stipulations for a binding contract, like the price or quantity of items to be sold. A party might also claim that he or she never accepted the offer.

The Uniform Commercial Code (UCC) in Missouri regulates many business transactions and the transaction of goods. It also governs breach of contract, which common law and various statutes also influence. The UCC seeks to create uniformity in laws that regulate interstate commercial transactions.

If you’re involved in a business disagreement and breach of contract, the Birk Law Firm wants to learn more. Let our expert business lawyer help you navigate your case.

What Are the Essentials to Filing a Breach of Contract Lawsuit?

Understanding Requirements

Not every soured business relationship or failed customer–client arrangement will qualify as breach of contract in Missouri. For a breach of contract lawsuit to take place, there are several requirements that must be met, including:

  • A contract and terms are in existence.
  • A breach of contract has occurred on the part of the defendant.
  • The plaintiff performed in accordance with the contract.
  • The plaintiff has suffered damages.

Comparing Material Breach of Contract to a Minor Breach

A breach of contract can be categorized as a material breach or a minor breach of contract. A material breach of contract is considered a major breach of the agreed terms. A breach resulting from negligent or harmful behavior is typically considered a material breach.

A minor breach of contract occurs when a party performs most of the terms of the contract but fails to perform a minor term of the contract that does not significantly affect the other contract terms.

A minor breach of contract usually does not prevent the completion of the contract in a manner that results in a satisfactory result. A material breach, however, makes it difficult or impossible to achieve a satisfactory result. If for example, a supplier delivers its shipment late, but the tardiness does not significantly affect the recipient, there would be no material breach of contract.

Questions for Every Breach of Contract Case

During a breach of contract lawsuit, there are several key questions that every breach of contract attorney, as well as defendant and plaintiff, should ask. These questions can help to determine the merit of a case and the extent and scope of the alleged contract breach.

  • Was a contract established?
  • Was the contract subject to modification at any point?
  • What were the requirements of each party involved with the contract?
  • Did the claim that a breach of contract occurred take place?
  • If a breach occurred, was it directly related to the contract and its outcome?
  • What, if any damages, were caused by the breach of contract?
  • Does the breaching party have a legal defense and reason for which the contract was breached?

What Are Some Legal Remedies for Breach of Contract?

When a party breaches a contract and fails to uphold an agreement, the other party may be entitled to relief. In legal terms, this relief, or “remedies,” refers to the damages that an affected party can collect. Relief often includes monetary compensation.

In some cases, non-monetary damages may be sought. A party might also instead cancel the contract and file a lawsuit for restitution.

Monetary Damages

Payment of damages is the most common remedy for breach of contract cases. Remedies for breach of contract can include different types of damages, however.

  • Compensatory damages – These damages seek to correct the situation by returning the non-breaching party to a similar position had the breach not occurred.
  • Punitive damages – In the case of particularly wrongful acts, punitive damages are meant to punish the breaching party. These damages, while rarely awarded, must be paid on top of compensatory damages.
  • Nominal damages – These damages may be awarded if a breach of contract has occurred but neither party suffered harm and the non-breaching party did not lose money.
  • Liquidated damages – In some cases, two parties previously indicated specific damages to be awarded in case of a contract breach. These liquated damages estimate the losses resulting from a breach.


A court or non-breaching party may cancel a contract, indicating that the parties are no longer bound to it. In this case, all parties are relieved of the obligations under a contract.


Restitution puts the non-breaching party back into the same position it was in prior to the breach.

Specific Performance

If damages won’t suffice as a legal remedy, a non-breaching party might seek a specific-performance remedy. If this occurs, the breaching party must perform a duty under a court order. If more traditional damages, like monetary compensation, would not restore a non-breaching party to the original state, a specific performance could be necessary. A specific performance could include a breaching party’s performing the original duties of a contract.

How Do Defendants Argue Against Breach of Contract?

Breach of contract cases often come down to an argument between parties. A party that allegedly breached a contract often will not agree with the accusation and can take issue with any part of the plaintiff’s claims.

When two parties have a contract and then there’s an alleged breach of contract, the non-breaching party has a duty to take steps to mitigate damages that result from that breach. The plaintiff, it could be argued, might have failed to mitigate those damages.

Another defense involves highlighting a plaintiff’s failure to carry out the terms under the contract, if there is any basis for such a claim.

Fraud and Breach of Contract

While fraud and breach of contract can be two different things, contract fraud can also occur. When one party enters into an agreement and presents false, misleading, or deceptive information to the other party, that would be grounds for contract fraud. In order to prove fraud, the alleged guilty party must be aware of the misrepresentation of factual material and must be willfully attempting to deceive the other party.

While fraud and breach of contract can occur, claims of fraud could be dismissed or diminished in a breach of contract case. This is because fraud could be implied in a breach of contract; essentially, it could be easily assumed that a misrepresentation of fact led to the breach.

How Do You Handle Breach of Contract? Consult an Expert Attorney.

You may be wondering, how do you handle breach of contract if you’ve been involved in a business dispute? Here’s one important first step: hire a breach of contract attorney with expertise in Missouri business law.

Business attorney Kelvin Birk understands the legal needs of clients and works with a dedicated legal team to guide clients through legal matters. When facing breach of contract, choose an attorney with expertise in all aspects of business law and a record of serving clients’ needs.

Call the Birk Law Firm at 573-332-8585 to discuss your situation and how we can help.


Why Choose Birk Law?

Birk Law Firm is a small firm by choice that is big on client services. Attorney Kelvin Birk and his team are responsive to their clients’ needs. When we sign on as your law firm, you can count on us for strong legal counsel, from negotiations to settlement to trial.

Cape Girardeau Law Firm Kelvin BirkOur clients benefit from the intertwining of Kelvin Birk’s legal and CPA background and experience. We provide well-rounded advice to solve both legal and financial issues and to come up with creative solutions. We use modern technology to deliver legal services in a more efficient and client-focused manner than was previously possible.

We provide personalized and compassionate service. We believe that each client’s matter is the most important matter in the world to them, and we strive to treat it that way.


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