1. The Contract Terms Define the Claim
A failed deal alone does not prove breach. Under New York law, a damages claim generally requires a contract, the claimant's performance, a breach, and resulting loss. Identify the precise duty at issue.
Identify the Controlling Promise
Compare the agreement, amendments, statements of work, and purchase orders. A master agreement may set general standards while an order supplies the price or deadline. Check which terms control.
Record the disputed clause and performance date. An unsigned change order may raise a separate question about whether the parties modified their agreement.
Separate a Breach from a Contractual Defense
An unpaid invoice may not prove default when payment depends on acceptance. Delayed delivery may also reflect a contractual extension.
Examine conditions precedent, force-majeure provisions, and performance history. Identify what each side supplied or rejected and whether either had grounds to suspend performance. Consider potential counterclaims.
2. Business Records Connect the Promise to the Events
Build a dated record of what each party requested, supplied, accepted, and paid. Connect each entry to the duty it supports or contradicts.
Preserve the Transaction Trail
Before sending a demand, preserve:
- Contracts and amendments: Duties and revised deadlines.
- Orders and receipts: Goods or services supplied.
- Inspection records: Defects and objections.
- Invoices and bank records: Payments and balances.
- Notices and emails: Objections and cancellation dates.
Keep originals and attachments. In a failure to perform a contract dispute, chronology can distinguish delay from refusal or excused performance.
Test Acceptance and Notice
Accepting goods does not necessarily eliminate remedies. Under UCC § 2-607(3)(a), a buyer who accepts goods must notify the seller of a breach within a reasonable time after discovering, or when it should have discovered, the problem.
Preserve inspection dates and notices. Service contracts may follow different acceptance and notice rules.
3. Notice and Remedy Clauses Shape the Response
Check contractual requirements before terminating. Damages, termination, and compelled performance are distinct remedies. A premature notice may create another dispute.
Follow Applicable Notice and Cure Steps
Check required recipients, delivery methods, and cure periods. A message to an account manager may not satisfy a clause requiring formal notice.
For certain nonconforming sales, UCC § 2-508 allows a seller to cure within the contract time or, in specified circumstances, a further reasonable period. Not every missed duty justifies termination.
Compare Available Remedies with Actual Loss
Calculate unpaid amounts, replacement costs, and provable lost profits. Recovery depends on causation, reliable proof, contractual limits, and mitigation of avoidable loss.
Assess damages for breach of contract separately from termination. Specific performance is not automatic; UCC § 2-716 allows it for unique goods or other proper circumstances. Rescission requires separate analysis.
4. Arbitration Terms and Filing Deadlines Affect Timing
A supported claim may still face procedural barriers. Review dispute-resolution terms and calculate the filing deadline. Settlement discussions do not automatically stop the clock.
Read the Arbitration Agreement before Filing
CPLR § 7501 generally enforces written arbitration agreements. The Federal Arbitration Act, 9 U.S.C. § 2, may also govern contracts involving commerce. Scope and valid defenses determine whether arbitration applies.
After proper service of a qualifying demand or notice, CPLR § 7503(c) sets a 20-day period to seek a stay and preserve specified objections. Verify service and notice content when considering commercial arbitration.
Apply the Correct Limitation Period
CPLR § 213(2) generally provides six years for contract claims, subject to exceptions. UCC § 2-725 generally allows four years for sales of goods. The original agreement may shorten that period to at least one year, but not extend it.
Identify the breach date, applicable accrual rules, and any tolling. Later discovery ordinarily does not restart the clock.
5. County Venue and Filing Rules Determine the Forum
Long Island has no separate breach-of-contract law. When New York law governs, county differences primarily concern venue and procedure. Choice-of-law and forum clauses may change the analysis.
Choose the Proper County and Court
Under CPLR § 503, venue may depend on a party's residence or where substantial events occurred. CPLR § 501 addresses written venue agreements. Nassau and Suffolk Supreme Courts hear contract actions.
Their District Courts generally hear monetary claims up to $15,000. Suffolk District Court covers five western towns: Babylon, Brookhaven, Huntington, Islip, and Smithtown.
Commercial Division assignment ordinarily requires a qualifying claim and threshold:
| County | General Monetary Threshold |
|---|---|
| Nassau | $200,000 |
| Suffolk | $100,000 |
Nassau
- General Monetary Threshold$200,000
Suffolk
- General Monetary Threshold$100,000
These 22 NYCRR § 202.70 thresholds govern assignment, not ordinary filing. Exceptions apply.
Confirm Electronic Filing and Representation
Under CPLR § 304, a Supreme Court action generally starts with a summons and complaint or summons with notice. Nassau requires NYSCEF electronic commencement for new Supreme Court cases, subject to exemptions. Suffolk's 2026 protocol also mandates electronic filing in most civil cases, with listed exceptions.
Federal diversity jurisdiction generally requires qualifying different citizenship and more than $75,000 in controversy (28 U.S.C. § 1332). Corporations generally need counsel in New York civil actions, subject to limited exceptions.
Before breach of contract litigation, confirm the court, filing method, service rules, and deadline.
28 Oct, 2026
