Breach of Contract Demand Letter

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Breach of Contract Demand Letter

A breach of contract demand letter is sent to a person or entity who has broken the terms of a contract to seek an out-of-court resolution. The letter lists the contractual obligations the recipient didn’t fulfill, what they did to break the contract, and states that legal action will be pursued if the matter isn’t resolved independently.

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Last updated May 8th, 2025

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A breach of contract demand letter is sent to a person or entity who has broken the terms of a contract to seek an out-of-court resolution. The letter lists the contractual obligations the recipient didn’t fulfill, what they did to break the contract, and states that legal action will be pursued if the matter isn’t resolved independently.

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When to Send a Demand Letter

The injured party must first verify that the offending party effectively broke the contract before sending the demand letter. The letter should be sent before filing a lawsuit.

Contracts are broken when one party fails to complete their agreed-upon duties or obligations, such as when a construction contractor doesn’t finish a project on budget and on time.

Other examples of contract breaches include:

  • When someone doesn’t uphold a non-disclosure agreement.
  • When required goods or services aren’t delivered.
  • When payments aren’t completed as agreed.

Depending on the severity of the case, an attorney may be necessary to help with negotiations and ensure that state laws are observed.

Statute of Limitations

A lawsuit for breach of contract must be brought before the court within a certain number of years, as defined by the statute of limitations for the state where the contract was made.

The statute of limitations for written contracts for each state is listed in the table below. Some exceptions apply.

Statute of Limitations – By State
STATE NUMBER OF YEARS LAW
Alabama 10 years §§ 6-2-30 – 6-2-41
Alaska 3 years § 09.10.053
Arizona 6 years § 12-548
Arkansas 5 years § 16-56-111
California 4 years § 337
Colorado 3 years § 13-80-101
Connecticut 6 years § 52-576(a)
Delaware 3 years § 8106
Florida 5 years § 95.11(2)(b)
Georgia 6 years § 9-3-24
Hawaii 6 years § 657-1
Idaho 5 years § 5-216
Illinois 10 years 735 ILCS 5/13-206
Indiana 6 or 10 years §§ 34-11-2-9 & 34-11-2-11
Iowa 10 years § 614.1(5)
Kansas 5 years § 60-511
Kentucky 10 years § 413.160
Louisiana 10 years CC 3499
Maine 6 years § 752
Maryland 3 years § 5–101
Massachusetts 6 years M.G.L. c. 260, § 2
Michigan 10 years § 600.5807(8)
Minnesota 6 years § 541.05
Mississippi 3 years § 15-1-49
Missouri 5 years § 516.120
Montana 8 years § 27-2-202(1)
Nebraska 5 years § 25-205
Nevada 6 years NRS 11.190(1)(b)
New Hampshire 3 years § 508:4
New Jersey 6 years § 2A:14-1
New Mexico 6 years § 37-1-3(A)
New York 6 years N.Y. C.P.L.R. § 213(2)
North Carolina 3 years § 1-52(1)
North Dakota 6 years § 28-01-16(1)
Ohio 6 years O.R.C. 2305.06
Oklahoma 5 years § 12-95(A)(1)
Oregon 6 years § 12.080
Pennsylvania 4 years § 5525(a)(8)
Rhode Island 10 years § 9-1-13(a)
South Carolina 3 years § 15-3-530(1)
South Dakota 6 years § 15-2-13(1)
Tennessee 6 years § 28-3-109(a)(3)
Texas 4 years § 16.004
Utah 6 years  78B-2-309(2)
Vermont 6 years 12 V.S.A. § 511
Virginia 5 years § 8.01-246(2)
Washington 6 years RCW 4.16.040(1)
West Virginia 5 or 10 years § 55-2-6
Wisconsin 6 years § 893.43(1)
Wyoming 10 years § 1-3-105(a)(i)

Sample

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BREACH OF CONTRACT DEMAND LETTER

[SENDER NAME]
[SENDER ADDRESS]
[SENDER CONTACT INFO]

Date: [DATE]

[RECIPIENT NAME]
[RECIPIENT ADDRESS]

Re: [SUBJECT OF LETTER]

Dear [RECIPIENT NAME],

Pursuant to the contract titled “[CONTRACT TITLE]” and dated [DATE] (“Agreement”), you have conducted yourself in such a way that has breached this Agreement due to the following actions: [REASON(S) WHY THE CONTRACT WAS BREACHED]

While we prepare to file a lawsuit against you for the mentioned claims, it is hopeful that a mutually acceptable resolution outside of a publicly filed litigation can be achieved.

The matters set forth herein are intended for settlement purposes only and are strictly confidential in all respects. They may not be used for any other purpose in any proceeding that may be commenced by either party in any court, tribunal, or arbitration, pursuant to the laws located in the State of [STATE].

Unless the aforementioned issues are resolved, this letter formally places you on notice of the legal requirements concerning document retention and expect you and all its affiliates to honor such requirements. You have a legal obligation to maintain and preserve any and all documents, materials, and information, in any form whatsoever, that may be potentially relevant to the subject matter, or discoverable in any potential action arising from, this breach.

It is in the best interest of both parties to resolve this matter as soon as possible. If there is no response to this demand letter by [DATE], all legal rights may be explored, including, but not limited to, legal proceedings necessary in accordance with state and federal laws.

This demand letter serves as official notice to you and may be tendered in court as evidence of your failure to cooperate. If legal action is to occur, you may be held liable for court fees, attorney’s fees, and damages.

We hope to resolve this matter as soon as possible.

Sincerely,

______________________
[SENDER’S NAME]