Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Breach of contract definition

What does Breach of contract mean? A breach of contract occurs when a party fails to perform a contractual obligation, performs defectively or late, or indicates it will not perform (anticipatory breach). The concept is chiefly developed in case law, though legislation uses it in specific contexts (for example, the Sale of Goods Acts and consumer rights statutes). Consequences depend on seriousness and the contract terms. Breach of a condition or a repudiatory/material breach allows the innocent party to terminate and claim damages for breach of contract; breach of a warranty gives damages only. For innominate terms, termination depends on whether the breach deprives the...

Breach of contract under English law: interpretation, termination (contractual or repudiatory), damages, frustration/force majeure, and statutory limits (UCTA/CRA, insolvency, SAMLA, LLP Act, SGA)

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Practice notes

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Scope of Practice Note

This Practice Note addressing Breach of contract explores what can constitute a Contractual breach, and the judicial approach to assessing it by carefully construing the parties’ obligations—embracing both the ‘principle of futility’ and the ‘prevention principle’. It also sets out, in particular, the available responses to breach, namely an express contractual power to terminate for breach, or termination at common law for repudiatory breach, together with contractual Damages and any various statutory constraints upon the remedies and liabilities arising from breach of contract. Note: a breach of contract may (though not invariably) lead to the agreement being terminated or brought to an end. Yet there are numerous other mechanisms by which a contract may end besides breach, and other circumstances in which a contract can be treated as void or rescinded. For guidance on these topics, see the following Practice Notes:

Termination and expiry of contracts
Terminating commercial contracts
Contract termination—checklist and, more generally: Terminating contracts—how and when a contract ends—overview

For the purposes of this Practice Note, we use the expressions:

defaulting party—for the party alleged to be in breach of the agreement
innocent party—for the non-defaulting party who has the options as to...

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Web page updated on 21/05/2026

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