Breach of Contract.
New York Supreme Court.

The Four Elements of a Breach of Contract Claim

A breach of contract complaint in New York must plead and prove four elements. Skip any one of them and the complaint is dismissible on a pre-answer motion under CPLR 3211(a)(7).

1. A valid contract existed. Written, oral, or implied by conduct. Certain agreements must be in writing under General Obligations Law § 5-701 (Statute of Frauds): real estate, guarantees of another’s debt, and agreements that cannot be performed within one year. Emails and text messages can, and regularly do, satisfy the writing requirement.
2. The plaintiff performed or was excused from performing. You cannot sue for breach of a contract you broke first. If performance is contested, the pleading should affirmatively allege performance or a valid excuse (anticipatory repudiation, impossibility, material breach by the other side).
3. The defendant breached. Identify the specific obligation the defendant failed to perform and the provision of the contract that imposed that obligation. General allegations of “failed to perform under the contract” are frequently dismissed with leave to replead.
4. Damages resulted from the breach. Nominal damages are recoverable for a technical breach. Real recovery requires a causal connection between the breach and an identifiable economic loss.

Every one of these elements is a battleground in motion practice. A competent complaint anticipates the motion to dismiss and addresses each element in specific, factual terms.

Where the Case Belongs: $25,000 and Up

New York Supreme Court has jurisdiction over all civil claims of any amount. In practice, the $25,000 floor is the meaningful line. Claims under $25,000 typically belong in Civil Court of the City of New York (NYC matters) or a lower court of limited jurisdiction (Nassau District, Suffolk District, County Courts outside NYC). The procedural tools available in Supreme Court, discovery, motion practice, and subpoena power, are usually disproportionate to a small-dollar claim.

Within Supreme Court, some commercial contract cases qualify for the Commercial Division under Rule 202.70. Thresholds vary by county:

A $150,000 breach of contract claim in Kings County is Commercial Division eligible. A $150,000 claim in Manhattan is not. Case assignment dictates a meaningful portion of how the case will actually be litigated. See the Commercial Division Playbook for procedural detail.

Statute of Limitations

Contract claims in New York are subject to three different limitations periods depending on the nature of the agreement:

• Six years under CPLR 213(2) for most breach of contract actions. The clock generally starts on the date of breach, not on the date the breach is discovered.
• Four years under UCC 2-725 for contracts for the sale of goods governed by Article 2 of the Uniform Commercial Code.
• Shortened by agreement. Parties can contract for a shorter limitations period (generally no less than three years). Check the agreement before assuming you have six years.

Tolling applies in limited circumstances: fraudulent concealment, the defendant’s departure from the state, acknowledgment in writing of the debt. Do not rely on tolling as a strategy. If the deadline is close, file.

Damages Available in New York Contract Cases

Compensatory damages

The general measure is the benefit of the bargain: the non-breaching party is put in the position it would have occupied had the contract been performed. This includes direct damages (the value of what was lost) and, where foreseeable at the time of contracting, consequential damages (lost profits, downstream losses).

Liquidated damages

Enforceable where (a) actual damages are difficult to estimate at the time of contracting, and (b) the stipulated amount bears a reasonable relationship to the probable loss. Otherwise they are treated as unenforceable penalties. New York courts scrutinize liquidated damages clauses in commercial contracts closely.

Attorneys’ fees

Not recoverable absent a statute or contractual provision. Many commercial contracts contain prevailing-party fee clauses; these are enforced under the standard set out in Hooper Associates v. AGS Computers.

Punitive damages

Generally not available for pure breach of contract. Available only where the breach is accompanied by independently tortious conduct (fraud, conversion, breach of fiduciary duty) and the conduct is directed at the public generally, a narrow path.

Pre-judgment interest

Nine percent simple interest under CPLR 5001, running from the date the cause of action accrued (typically the date of breach). On a $100,000 claim, two years of pre-judgment interest adds $18,000. This often exceeds the amount in dispute on smaller claims and is one of the reasons breach of contract cases settle.

The Process: From Demand to Resolution

1. Demand letter

Almost always the right first move. A well-drafted demand letter identifies the breach, cites the contractual provision, states the damages sought, sets a deadline, and sends by a method that creates proof of receipt. Some contracts require written notice and an opportunity to cure; that obligation must be satisfied before filing.

2. Complaint and Summons

Filed in the Supreme Court of the county where the defendant resides, where the contract was performed, or where the parties agreed (forum selection clause). Service is effected under CPLR 308 for individuals or CPLR 311 for corporations.

3. Preliminary Conference

Scheduled within weeks of Request for Judicial Intervention. Discovery deadlines, motion schedules, and case management orders are set here. Commercial Division preliminary conferences are substantive; general IAS preliminary conferences are often procedural.

4. Discovery

Document production, interrogatories (limited in the Commercial Division), depositions, and expert disclosure where applicable. Discovery is where most cases are won and lost. The party that builds the factual record controls the motion practice.

5. Motion practice

Pre-answer motions to dismiss under CPLR 3211. Summary judgment under CPLR 3212 after discovery closes. Partial summary judgment on liability is common in contract cases where the breach is documentary. Every motion is an opportunity to narrow the case or resolve it entirely.

6. Settlement or resolution

Most breach of contract cases settle. Settlement leverage comes from the strength of the record built in discovery and motion practice, not from the rhetoric of the complaint.

Common Defenses the Other Side Will Raise

If you are the plaintiff, anticipate these. If you are the defendant, understand which apply to your facts. The companion guide, Common Defenses to a New York Breach of Contract Claim, goes deeper.

• Statute of Frauds. The agreement had to be in writing and wasn’t.
• Statute of Limitations. The action was filed too late. Six years under CPLR 213(2) for most contract claims, four years under UCC 2-725 for sale of goods, running from the date of breach. See our deep dive on contract limitations.
• Failure to state a claim. The complaint does not plead the four elements with specificity. See our element by element walkthrough.
• Prior material breach. Plaintiff breached first, excusing the defendant’s performance.
• Waiver, estoppel, accord and satisfaction. Conduct by the plaintiff that discharged the defendant’s obligation.
• Impossibility or frustration of purpose. Narrow defenses; rarely successful outside specific circumstances.
• Unconscionability. The contract or the clause at issue was unenforceable at the time of formation.

What I See in Practice

After 28 years of handling contract disputes in New York Supreme Court across every borough plus Nassau, Suffolk, Westchester, and Orange, a few patterns are consistent.

• The documentary record decides most cases. Who wrote what, when, and to whom. Emails are usually dispositive. Parties that preserved email, texts, and payment records win cases that look weak at the start. Parties that cannot produce the documents they rely on lose cases that look strong at the start.
• Small claims get filed in the wrong court constantly. Breach of contract claims under $25,000 belong in Civil Court or a lower court of limited jurisdiction. Filing in Supreme Court does not make the case bigger. It makes it more expensive.
• Defendants who ignore discovery lose leverage fast. A defendant who lets discovery deadlines slip will face a motion to compel, then a motion for sanctions, then a preclusion order. Preclusion orders make summary judgment easy for the plaintiff.
• Commercial Division cases follow the rules. Judges in the Commercial Division read the papers, enforce deadlines, and run the preliminary conferences on schedule. If your case qualifies, file there. Your counterparty who is accustomed to general IAS sluggishness will be uncomfortable.

Talk to a Breach of Contract Lawyer in New York

The Law Office of Frederic R. Abramson represents plaintiffs and defendants in contract disputes in New York Supreme Court across the five boroughs, Nassau, Suffolk, Westchester, and Orange counties. Case evaluation, demand letters, filings, discovery, motion practice, and resolution.

Deep dive articles: What Constitutes Breach of Contract in New York  ·  The Elements of a Breach of Contract Claim in New York  ·  Statute of Limitations for Contract Disputes in New York  ·  Attorney’s Fees in NY Contract Cases: When the Loser Pays  ·  Breach of Contract Damages in New York  ·  Common Defenses to a New York Breach of Contract Claim

Related practice pages: Business Disputes Overview  ·  Partnership and LLC Disputes  ·  Shareholder Disputes  ·  Breach of Fiduciary Duty  ·  Commercial Division Playbook  ·  Civil Litigation Overview

Attorney Advertising. Prior results do not guarantee a similar outcome. The information on this page is general and is not legal advice. Consult an attorney about the specific facts of your matter. Law Office of Frederic R. Abramson, 160 Broadway, Suite 500, New York, NY 10038. 212-233-0666.

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