Breach of written contract in California
Last checked Aug 15, 2026 · LawyerUnc editorial. Educational only, not legal advice.
Elements
1
Valid contract
Offer, acceptance, consideration, and sufficiently definite terms. In writing, as required.
2
Performance or excuse
The plaintiff performed, tendered performance, or was excused.
3
Breach
The defendant failed to do what the contract required.
4
Damages
The breach caused a measurable loss. Expectation damages are the usual measure.
Burden of proof
Preponderance of the evidence.
A California fact pattern
A written SaaS MSA with a San Francisco customer is terminated without the required 30-day cure. The limitation-of-liability clause will be the real fight, not whether a contract existed.
Statute of limitations
4 years
Cal. Civ. Proc. Code § 337
From breach.
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