Letter Before Action: Breach of Contract (UK)
Updated on 22 August 2026
In England and Wales the letter you send when the other side has not performed is usually called a letter before action, or a letter of claim. It has a defined job under the court rules: to set out the claim clearly enough that the other side can respond, to try to resolve the dispute without litigation, and to narrow the issues if it cannot be resolved. Courts can and do take a party's pre-action conduct into account when dealing with costs, so a letter that skips the basics is not just weak — it can be expensive.
The template this page replaces was drafted as an American attorney's letter, on a law-firm letterhead, opening "I am writing on behalf of my client". Most people who need this document are the contracting party, not a solicitor, and sending something that looks like it came from a firm when it did not is a real risk. This version is written to be sent by the party itself, with an optional solicitor version, and it separates what the contract says about remedying a breach from what you are choosing to allow.
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Letter Before Action — Breach of Contract
- Date:
- From:
- , ,
- To:
- ,
- Notice address used:
- Delivered by:
- Pre-action route:
- Contract:
- dated , reference
Dear ,
This is a letter before action about a breach of the contract identified above. It is sent to the notice address the contract specifies, by the method stated, by me as . Please read it carefully and respond by the date set out at the end.
1. The Obligation and the Breach
The contract required the following: Performance was due on .
What actually happened:
Amount claimed: . Other loss and cost so far as it can be quantified today:
2. Our Own Performance
For completeness: If you say any obligation of ours is outstanding, please identify it in writing with particulars so it can be dealt with rather than asserted generally.
3. What We Require
We require:
Under the of the contract you have the opportunity to remedy this breach, and we require it to be remedied by in accordance with that clause.
If the breach is not remedied by that date:
4. Documents
We enclose or attach the following: Please tell us promptly if you consider any further document is needed for you to respond, and please provide the documents you rely on with your reply.
5. Resolving This Without Proceedings
We would prefer to resolve this without court proceedings and are willing to discuss the matter, or to take part in mediation or another form of alternative dispute resolution, if you will engage with it. Please say in your reply whether you are willing to do so and what form you propose.
6. Reservation of Rights
Nothing in this letter, and no delay, discussion or indulgence on our part, waives or limits any right or remedy available to us under the contract or at law, including any right to terminate, to suspend performance, to withhold payment, to claim damages, interest and costs, or to begin proceedings. All rights are expressly reserved.
7. Response
Please respond in writing by to , saying what you will do and by when. If we receive no substantive response by that date we will proceed on the basis set out above, and we will bring this letter and your response, or the absence of one, to the attention of the court on the question of costs if proceedings become necessary.
Yours faithfully,
Signed
Date:
Which regime applies: business-to-business, or a debt claim against an individual
This matters before you write a word. Where no specific pre-action protocol applies — which covers most business-to-business contract disputes — the Practice Direction on Pre-Action Conduct and Protocols applies, and the working convention is that the recipient gets a reasonable period to respond, commonly at least 14 days for a straightforward claim and longer for a complex one.
Where a business is claiming a debt from an individual, including a sole trader, the Pre-Action Protocol for Debt Claims applies instead. That protocol is more prescriptive: it requires a longer response period, and the letter has to be accompanied by the specified information sheet, reply form and financial statement. This template asks which route you are on and adjusts the deadline and the enclosures list accordingly, because sending the wrong one is a common and avoidable mistake.
Interest and costs you can claim, and should mention
For a commercial debt between businesses, the Late Payment of Commercial Debts (Interest) Act 1998 provides statutory interest at 8% above the Bank of England base rate together with a fixed sum by way of compensation, where the contract does not provide a substantial remedy of its own. Saying so in the letter is not aggressive; it is information the other side needs to price the cost of continuing to ignore you.
The template includes a switch for it, and asks for the contractual interest rate if the contract has one, because you generally rely on the contract where it provides an adequate remedy and on the Act where it does not. It also keeps the claim figure and the interest claim separate, which makes a later reconciliation much easier.
Do not accidentally give up a right
Two traps sit in this kind of letter. The first is affirmation: where a breach is serious enough to be repudiatory, a party who keeps performing and pressing for performance may be treated as having affirmed the contract and lost the right to treat it as at an end. If terminating is a live option, the letter should demand performance without unequivocally committing to continue.
The second is waiver by conduct. A short reservation-of-rights sentence — that nothing in the letter, and no indulgence, waives any right or remedy — costs nothing and closes off an argument that giving extra time gave something away. This template includes it as standard, and it also asks the sender to confirm their own performance, because the first response you will get is an allegation that you breached first.
Time limits, and how the letter is delivered
Under the Limitation Act 1980 the ordinary limitation period for a simple contract claim is six years from the date of breach, and a letter does not extend it. If you are anywhere near that horizon, take advice rather than continuing to correspond.
Delivery matters too. Check the contract's notice clause: it may require a particular address, method or copy recipient, and a notice given the wrong way can be ineffective even though everyone knows about it. Use the contractual method, and choose a route that produces a record — recorded or special delivery, a signed-for courier, or email with a retained delivery confirmation — because you may later need to prove the date.
Part-by-part guide to the letter
- Heading and route
- Marks the letter as a letter before action and records whether the pre-action practice direction or the debt-claims protocol applies.
- Sender and recipient
- Your details and the recipient's contract notice address, not just the person you usually email.
- Contract identification
- Contract name, date and reference so there is no doubt which agreement is in issue.
- Delivery statement
- How the letter was delivered, so the date of notice can be proved later.
- Particulars of the breach
- The obligation, the date due, what actually happened and the loss so far.
- Your own performance
- A short statement heading off the standard "you breached first" reply, and a request for particulars of any counter-allegation.
- What you require, and by when
- The remedy sought and the deadline, either under the contract's cure clause or as a reasonable period you are choosing to allow.
- Interest and costs
- Optional. Contractual interest, or statutory interest and the fixed compensation sum for a commercial debt.
- Consequences
- What you will do if the deadline passes — accurately, and only what the contract and the law permit.
- ADR proposal
- A short offer to mediate or negotiate, which the court rules expect the parties to have considered.
- Documents and enclosures
- The documents you rely on, plus the specified forms where the debt-claims protocol applies.
- Reservation of rights
- Confirms that allowing time waives nothing.
- Without-prejudice settlement offer
- Optional and separately labelled, so a compromise proposal does not undermine the formal notice.
- Response required
- A named contact and a date, so silence becomes a documented choice.
England and Wales: points to check before sending
Follow the Practice Direction on Pre-Action Conduct where no protocol applies
The Practice Direction expects the parties to exchange enough information to understand each other's position, try to settle, and consider ADR. A court can take pre-action conduct into account on costs.
Practice Direction — Pre-Action Conduct and ProtocolsUse the Debt Claims protocol if the debtor is an individual or sole trader
Where a business claims a debt from an individual, the Pre-Action Protocol for Debt Claims applies and requires a longer response period plus the prescribed information sheet, reply form and financial statement.
Pre-Action Protocol for Debt ClaimsClaim the right interest
For a qualifying commercial debt between businesses, statutory interest runs at 8% above base rate with a fixed sum of compensation, unless the contract provides a substantial remedy of its own.
Late Payment of Commercial Debts (Interest) Act 1998Watch the limitation period
The ordinary limitation period for a simple contract claim is six years from the breach. Correspondence does not stop the clock.
Limitation Act 1980, s.5Avoid affirming the contract by accident
If the breach may be repudiatory and you might want to terminate, do not unequivocally commit to continuing performance while you press for a remedy. Take advice before choosing between affirming and terminating.
Use the contract's notice method
A notice given otherwise than as the contract requires may be ineffective. Use the specified address, method and any copy requirement, and keep proof of delivery.
Mark settlement material separately
Keep any compromise proposal in a clearly labelled without-prejudice section so it does not weaken the formal notice you may want to rely on.
Do not present the letter as coming from a solicitor
Send it in your own name unless a solicitor is genuinely instructed. A letter dressed up as a firm's correspondence is both misleading and easy to expose.
How to complete this letter
- Pick the route. Choose the pre-action practice direction for a business-to-business claim, or the debt-claims protocol where the debtor is an individual or sole trader.
- Check the notice clause. Find the contract's notice address and method, and use them.
- Set out the breach. Enter the obligation, the date it was due, what happened and the loss so far.
- Choose the deadline basis. Use the contract's cure period if there is one; otherwise set a reasonable period and say that is what you are doing.
- Add interest and enclosures. Turn on statutory or contractual interest, and list the documents you are enclosing.
- Send it with proof. Download, send by a method that produces a delivery record, keep the receipt and diarise the deadline.
Frequently asked questions
Do I need a solicitor to send a letter before action?
No. A party can give notice of breach itself, and this template is written to be sent in your own name. Instruct a solicitor where the sums are significant, the contract terms are genuinely contested, the limitation period may be close, or terminating is on the table. What you should not do is present a self-written letter as if it came from a firm.
How long should I give them to respond?
If the contract sets a cure period, use it. Otherwise, for a business-to-business claim under the pre-action practice direction, at least 14 days is the usual working minimum for a straightforward claim and longer is expected for a complex one. If the debtor is an individual or sole trader, the Debt Claims protocol applies and requires a longer period plus the prescribed forms.
What is the difference between the practice direction and the debt claims protocol?
The Practice Direction on Pre-Action Conduct is the general regime that applies where no specific protocol does — most business-to-business contract disputes. The Pre-Action Protocol for Debt Claims applies where a business claims a debt from an individual, including a sole trader, and is prescriptive about the response period and the documents that must accompany the letter. Using the wrong one is a common mistake and can affect costs.
Can I claim interest?
Usually. If the contract has an interest clause that provides a substantial remedy you generally rely on that. If it does not, and this is a commercial debt between businesses, the Late Payment of Commercial Debts (Interest) Act 1998 provides interest at 8% above base rate plus a fixed compensation sum. This template lets you state either, and keeps the interest claim separate from the principal so reconciliation is straightforward.
Should I threaten to terminate?
Only if you have checked that you can, and be careful how you say it. Where a breach may be repudiatory, continuing to press for performance while unequivocally committing to the contract can be treated as affirming it and losing the right to terminate. If termination is a serious option, take advice before sending.
Do I have to offer mediation?
You are not obliged to settle, but the court rules expect parties to consider alternative dispute resolution, and an unreasonable refusal can have costs consequences. A single sentence offering to discuss or to mediate costs nothing and shows you engaged with the process.
How should I send it?
By the method the contract requires, and by a route that produces a record — recorded or special delivery, signed-for courier, or email with a retained delivery confirmation. You may later need to prove the date notice was given, and that is far easier with a receipt than with a recollection.
What if they reply saying I breached first?
That is the most common response, which is why this letter includes a short confirmation of your own performance and asks for particulars of any counter-allegation. Reply in writing, keep it factual, and do not stop performing your own obligations on the strength of an accusation without checking your termination and suspension rights.
Related templates
Disclaimer
This template and guide are general information about practice in England and Wales, not legal advice, and nobody has reviewed your dispute. Scotland and Northern Ireland have different procedures. Limitation periods and termination rights are unforgiving; if the amount matters, take advice before you send or rely on this letter.
