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Guide

What to Do When a Business Partner Breaches Your Contract

By Alessandro G. Assanti, Esq. · Updated October 2026

A breach by a business partner, vendor, or customer can threaten cash flow and the relationship. The first steps often shape how the dispute ends.

1. Read the whole contract again

Look for notice and cure provisions, mediation or arbitration requirements, attorney's fee clauses, limitation of liability, and governing law. Many contracts require written notice before you can terminate or sue.

2. Preserve the record

Keep emails, texts, invoices, and payment records. Do not delete messages, and ask key employees to preserve theirs.

3. Keep performing unless advised otherwise

Stopping performance too early can make you the breaching party. Get advice before withholding payment or walking away.

4. Send a clear, measured demand

A demand that cites the contract, describes the breach, and states what you want often moves a dispute toward resolution. Avoid statements you would not want read aloud in an arbitration.

5. Watch the deadlines

California generally allows four years for written contracts and two years for oral contracts, but contract terms and related claims can change that.

Related: breach of contract disputes · partnership disputes

General information about California law, not legal advice. Reading this guide does not create an attorney-client relationship.

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Talk through your matter with an attorney.

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