Breach of written contract in New York

Elements

1. 1

   Valid contract

   Offer, acceptance, consideration, and sufficiently definite terms. In writing, as required.

2. 2

   Performance or excuse

   The plaintiff performed, tendered performance, or was excused.

3. 3

   Breach

   The defendant failed to do what the contract required.

4. 4

   Damages

   The breach caused a measurable loss. Expectation damages are the usual measure.

Burden of proof

Preponderance of the evidence.

A New York fact pattern

A written commercial lease in Midtown with an operating-expense pass-through. The tenant stops paying the disputed CAM charges. The merger clause and notice-and-cure provisions decide more than the emails do.