Breach of Contract Letter Template (US)
Updated on August 22, 2026
A breach of contract letter is the document you send when the other side has not done what the contract required and you want it fixed, recorded, or escalated. Done properly it does four things: it states precisely which obligation was missed and when, it demands a specific remedy by a specific date, it preserves every right you have not yet used, and it creates evidence that you gave notice. Done badly it hands the other side a deadline you never agreed to, waives a right you did not know you had, or arrives without proof it was ever received.
The template this page improves on is written as a lawyer's letter, on a law-firm letterhead, opening with "I am writing on behalf of my client". Most people searching for a breach of contract letter are the contracting party, not counsel — and sending something that looks like it came from a law firm when it did not is a real risk, not a styling choice. It also assumes the contract always contains a cure period and asks you to fill in an article number, with no fallback if it does not. This version is written to be sent by the party itself, with an optional attorney version, and it separates what the contract says from what you are asking for.
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Other details
Notice of Breach of Contract
- Date:
- From:
- , ,
- To:
- ,
- Notice address used:
- Delivered by:
- Contract:
- dated , reference
Dear ,
This letter is formal notice that is in breach of the contract identified above. It is sent to the notice address the contract specifies, by the method stated above, and is written by me as .
1. The Obligation and the Breach
The contract required the following: Performance was due on .
What actually happened:
Loss and cost incurred so far, so far as it can be quantified today:
2. Our Own Performance
For completeness: If you consider that any obligation of ours is outstanding, please identify it in writing with particulars so that it can be dealt with rather than asserted generally.
3. What We Require
We require the following:
Under the of the contract you have the opportunity to remedy this breach. We require the breach to be remedied by , in accordance with that clause.
If the breach is not remedied by that date:
4. Preservation of Records
Please preserve all documents, emails, messages, delivery records, inspection records, photographs and internal communications relating to this contract and to the matters described in this letter, including anything held by your employees, agents and subcontractors, and suspend any routine deletion policy that would otherwise apply to them.
5. 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, to withhold payment, to claim damages or to pursue proceedings. All such rights are expressly reserved.
6. Response
Please respond in writing by to , confirming what you will do and by when. If we receive no written response by that date we will proceed on the basis set out above.
Yours sincerely,
Signed
Date:
Read your own notice clause before you write anything
Most commercial contracts say how notice must be given: to which address or email, by which method, and sometimes with a copy to a named person. A default notice delivered the wrong way can be ineffective even though everyone knows about it, and that is the most common own-goal in this whole area.
So the first fields in this letter are the contract reference and the notice method, and the letter states the method used on its face. If the contract requires certified mail with return receipt, use it and keep the receipt. If it permits email, send the email and keep the delivery record. The point is not formality — it is that you may later need to prove the date notice was given.
Cure periods: what the contract says versus what is reasonable
Many contracts give the defaulting party a period to fix the problem before the other side can terminate or sue. Some do not. The source template assumes there is always such a clause and asks you to cite it, which produces a letter that either misstates the contract or invents a deadline.
This template handles both cases. If there is a cure clause, the letter refers to it by name and applies the period it sets. If there is not, the letter demands performance within a stated reasonable period and says so expressly, without pretending it is a contractual entitlement. Both versions are honest about their basis, which matters if the letter is later read by a judge, an arbitrator or an insurer.
Particulars beat adjectives
A letter saying performance has been "wholly unsatisfactory" achieves nothing. A letter saying that the contract required delivery of 400 units of part 21-B by 14 July, that 260 units arrived on 22 July and 41 of those failed inspection, is a document the other side has to answer.
This template asks for the obligation, the date it was due, what actually happened, and the loss so far. That structure is also what makes the letter useful later: it fixes the facts while they are fresh, and it forces you to check whether you have actually performed your own side, which is the first thing the other party will raise.
Two notice traps that are specific to goods
If your contract is for the sale of goods, two Uniform Commercial Code provisions change how urgently you should write. Under UCC 2-607, a buyer who has accepted goods must notify the seller of a breach within a reasonable time after discovering it, or be barred from a remedy — a rule that has ended otherwise strong claims. Delay is not a neutral choice.
Second, if you have reasonable grounds to doubt the other side will perform at all, UCC 2-609 lets a party demand adequate assurance of due performance in writing, and suspend its own performance while waiting. That is a different letter with a different purpose, and this template includes it as an optional paragraph so you do not have to choose between demanding a cure and protecting yourself against a collapse.
Reserve your rights, and decide whether you are negotiating
A short reservation-of-rights sentence prevents an argument that by giving the other side extra time you gave up the right to terminate or to claim the loss. This template includes it as standard, because it costs nothing and its absence is regularly litigated.
Separately, decide whether the letter is a demand or an opening settlement move. If you are proposing a compromise, mark that part of the letter as a settlement communication — under Federal Rule of Evidence 408 compromise offers are generally inadmissible to prove liability, and the same logic applies in state courts with their own equivalents. If you are simply demanding performance, do not mark it, because you may want to rely on it.
Part-by-part guide to the letter
- Sender and recipient
- Your own details and the recipient's contract notice address — not just the person you normally email.
- Contract identification
- Contract name, date and reference so there is no doubt which agreement you mean.
- Notice method statement
- Says how the letter was delivered, so the date of notice can be proved later.
- Particulars of the breach
- The obligation, the due date, what actually happened, and what it has cost so far.
- Confirmation of your own performance
- A short statement that you have performed your side, which pre-empts the standard first response.
- Demand and deadline
- The specific remedy you want and the date by which you want it, either under the contract's cure clause or as a stated reasonable period.
- Consequences
- What you will do if the deadline passes: terminate, withhold, suspend, claim, or start proceedings.
- Demand for assurance
- Optional. For goods contracts where you doubt future performance, a written demand for adequate assurance while you suspend your own performance.
- Reservation of rights
- Confirms that allowing time to fix the problem waives nothing.
- Settlement framing
- Optional. Marks a compromise proposal as a settlement communication rather than an admission.
- Record request
- Asks the recipient to preserve documents and communications relevant to the dispute.
- Response required
- A named contact and a date for a written reply, so silence becomes a documented choice.
US points to check before sending
Follow the contract's notice clause exactly
Use the address, method and copy requirements the contract sets. A notice delivered by a method the contract does not permit may be ineffective, however well-known its contents.
For goods, notify the seller promptly
UCC 2-607(3)(a) requires a buyer who has accepted goods to notify the seller of a breach within a reasonable time of discovering it, or be barred from a remedy. What is reasonable is fact-specific, so delay carries real risk.
U.C.C. 2-607Consider demanding adequate assurance instead of waiting
UCC 2-609 allows a party with reasonable grounds for insecurity to demand adequate assurance of due performance in writing and, where commercially reasonable, suspend its own performance until it arrives.
U.C.C. 2-609Keep proof of delivery
Send by a method that produces a record — certified mail with return receipt, courier with signature, or email with a retained delivery confirmation — and keep it with the letter.
Reserve your rights in writing
Say that nothing in the letter waives any right or remedy and that no delay or indulgence operates as a waiver. It is one sentence and it closes off a common argument.
Mark settlement proposals as such
Compromise offers and related statements are generally not admissible to prove liability under Federal Rule of Evidence 408. If you are proposing a deal rather than demanding performance, label that part of the letter.
Fed. R. Evid. 408Check your limitation period
Statutes of limitations for contract claims vary by state and by type of contract, and a letter does not extend them. If time may be short, get advice before relying on further correspondence.
Do not imply a lawyer wrote it
Send the letter in your own name unless an attorney is actually acting for you. A letter presented as coming from counsel when it does not is both misleading and easy to expose.
How to complete this letter
- Find the notice clause. Check the contract for the required notice address, method and any copy-to requirement, and use them.
- Identify the contract and the breach. Enter the contract name, date and reference, then the obligation, the due date and what actually happened.
- Choose the cure basis. If the contract has a cure period, use it and name the clause. If not, set a reasonable period and say that is what you are doing.
- State the remedy and the consequence. Say exactly what you want done and what happens if the deadline passes.
- Add the optional paragraphs you need. Turn on the assurance demand for goods contracts, the settlement framing if you are proposing a compromise, and the record-preservation request.
- Send it with proof and diarise the date. Download the DOCX or PDF, send it by a method that produces a delivery record, keep the receipt and diarise the deadline.
Frequently asked questions
Do I need a lawyer to send a breach of contract letter?
No. A party can give notice of breach itself, and this template is written to be sent in your own name. Use an attorney where the amounts are significant, the contract terms are genuinely contested, a limitation period may be close, or the contract requires notice through counsel. What you should not do is dress a self-written letter up as a law-firm letter — that was the source template's main flaw.
How long should I give them to fix it?
If the contract has a cure period, use exactly that. If it does not, set a period that is genuinely reasonable for the obligation involved — often ten to thirty days for commercial performance, shorter where the contract is time-critical — and say in the letter that you are allowing a reasonable period rather than claiming a contractual entitlement.
Should the letter threaten legal action?
It should state the consequences accurately, which is different from bluffing. If you will terminate, say so. If you will suspend your own performance or withhold payment, check that the contract permits it before saying it. An empty threat weakens the letter, and threatening something the contract does not allow can itself be a breach.
Does it matter how I send it?
Yes, twice over. The contract may require a specific method, and you may later need to prove the date notice was given. Use the contractual method, and choose a route that produces a record — certified mail with return receipt, a signed-for courier, or email with a retained delivery confirmation.
What if I have accepted goods that turned out to be defective?
Write promptly. Under UCC 2-607(3)(a) a buyer who has accepted goods must notify the seller of the breach within a reasonable time after discovering it or be barred from a remedy, and claims have failed on that point alone. Send the notice first and quantify the loss afterwards if you have to.
Can I demand reassurance that they will perform in future?
For a sale of goods, UCC 2-609 lets a party with reasonable grounds for insecurity demand adequate assurance of due performance in writing, and suspend its own performance in the meantime where that is commercially reasonable. This template includes that as an optional paragraph. Outside goods contracts the position depends on the contract and on state law, so check before suspending.
Should the letter be marked "without prejudice"?
Only the part that proposes a compromise. Statements made in settlement negotiations are generally inadmissible to prove liability under Federal Rule of Evidence 408, which is useful when you are offering a deal and unhelpful when you want to rely on the letter as formal notice. This template keeps the notice and the settlement proposal in separate, separately labelled sections.
What if they respond by alleging that I breached first?
That is the most common reply, which is why this letter includes a short confirmation of your own performance and asks for particulars of any counter-allegation. Answer it in writing, keep the tone factual, and do not stop performing your own obligations on the strength of an accusation without checking your termination and suspension rights first.
Related templates
Disclaimer
This template and guide are general information, not legal advice, and no attorney has reviewed your dispute. Limitation periods, notice requirements and remedies vary by state and by contract; if the amount matters, take advice before you send or rely on this letter.
