How to Prove a Breach of Contract Case in New York May 4, 2010

Although the range of different types of contracts is quite vast, a common thread unites them: the basic elements of a contract, and what you need to prove in the event that the contract is breached.

In general terms, in order to establish a breach of contract claim under New York law, a plaintiff must prove the following 4 things: (1) the existence of an (enforceable) agreement; (2) that the plaintiff performed his end of the agreement; (3) that the defendant breached the agreement; and, (4) that the plaintiff sustained damages as a direct result of the defendant’s breach.

A plaintiff’s failure to prove any one of these elements should prove fatal to a breach of contract claim. Leaving aside, for the moment, the issue of enforceability (some types of agreements must be reduced to writing, as required by New York’s Statute of Frauds, and other agreements, such as illegal contracts, are unenforceable on public policy grounds), the prong that most often dooms breach of contract cases is the first: proving the existence of an agreement.  Here, the plaintiff is obligated to set forth the essential and specific terms of the agreement that the claim is based upon.

As a corollary to this rule, the following must be borne in mind: generalized breach of contract claims that are cast against a battery of defendants will fail unless the plaintiff can show a specific agreement with each defendant. In legalese, this is called “privity.” In other words, if I enter into an agreement with A Corp. to buy some widgets, and A. Corp. breaches the agreement, I have no inherent right to sue A. Corp.’s 5 other affiliates that weren’t parties to the original contract, and did not tortiously interfere with or otherwise induce the breach of contract. See, e.g., Chen v. Street Beat Sportswear, Inc., 364 F. Supp. 2d 269, 294-95 (E.D.N.Y. 2005).

Jonathan Cooper is a New York Business Litigation and New York Commercial Litigation Lawyer with a focus on New York breach of contract and New York business fraud claims before the Nassau, Queens, Brooklyn, Bronx, Westchester and Suffolk County courts of New York State. For more information, feel free to contact his Long Island office at 516-791-5700.

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