A guide to remedies for breach of contract

When one party to a contract fails to fulfil their obligations under it, it’s classed as a breach of contract. Where the other party suffers a loss because of this, they are entitled to ask for a remedy.

Before taking action against breach of contract, it is important to ensure that you fully understand the legal position that you find yourself in. If the contract has not ended, you could potentially end up breaching the contract yourself if you do not proceed correctly. For more information about whether a contract has been breached and what type of breach has occurred, find our article on Breach of Contract Explained and the 5 Questions You Need to Ask.

A contract may be breached in a number of ways, including one party failing to carry out the work they have agreed to do, where the work done is defective; failing to pay; failing to deliver goods or services; or being late in performing their obligations under the contract.

The contract does not have to be in writing but can be verbal or have implied terms within it. This can cause misunderstandings and disputes if the parties to the contract have slightly different opinions on what has been agreed. For this reason, it is always advisable to try and put all contractual agreements in writing with as much detail as possible.

Three remedies for breach of contract

Before bringing a claim for breach of contract, you will have to prove that there was a contract in existence. Provided you can do that, you must then show that the other party failed to perform their part of the agreement satisfactorily and that you suffered a loss as a result.

Where you can prove this, you will be entitled to one of three available remedies.

Repudiation

Where a breach is so serious that the contract will not be performed, the court may class it as a repudiatory breach and hold that the contract is at an end. Alternatively, the contact may specify certain actions or failures to act that will be held to constitute a repudiation of the contract.

This could arise where one party does not or cannot perform its contractual obligations. Where the innocent party has suffered loss because of the breach, damages may be awarded.

It is important not to simply assume the contract is at an end and fail to carry out your own duties, however, as this could result in you being liable for breach of the contract yourself.

If you believe that a repudiatory breach has taken place, you should seek legal advice to ensure that you protect your own interests when seeking redress.

Damages

The payment of damages is intended to put the innocent party into the position they would have been in had the contract been satisfactorily performed.

The court has the power to award two types of damages. Special damages are awarded for a loss that is quantifiable, such as the loss of anticipated profits. The second type is general damages, which are not quantifiable and are awarded for other losses, such as loss of amenity or inconvenience.

Some contracts, particularly those used in construction and manufacturing, will specify the amount to be paid in the event that a contract is breached. These are known as liquidated damages.

It should be noted that the innocent party is expected to mitigate losses so far as is reasonable. They must also be able to show that the loss was directly caused by the breach. For more information on remedies and how to resolve matters of breach of contract, read our blog here.

Specific performance and injunction

On occasion, it may be possible to ask the court to make an order for specific performance, instructing the other party to carry out their contractual obligations as set out in the agreement, although in reality this remedy is not used frequently. By the time a dispute reaches court, the parties would usually have difficulty in resuming a relationship.

An injunction can also be sought. This can be either a mandatory injunction, instructing one party to take a certain action, or a prohibitory injunction stopping specified steps from being taken. The injunction may be on an interim or final basis.

Specific performance and injunctive relief are often sought alongside damages for loss arising from breach of a contract.

Case Law Highlights

Kulkarni v Gwent Holdings Ltd [2025] EWCA Civ 1206 — repudiatory breach and remedial action

The Court of Appeal considered a shareholders’ agreement that provided that certain material breaches could trigger compulsory share transfer provisions unless the breach was capable of remedy or had been remedied following notice. The dispute required the court to consider whether a breach described as ‘repudiatory’ must inevitably result in termination, or whether it could be cured for the purposes of the contractual regime.

The court confirmed that labels such as ‘repudiatory’ are not determinative. The correct approach is a practical assessment of whether the consequences of the breach can be remedied so as to restore the innocent party to the position it originally bargained for. Importantly, the decision reinforces that where a contract contains notice and cure provisions, those mechanisms must be followed before termination rights arise. The case underlines the need for careful analysis of contractual machinery before treating a breach as entitling termination or other remedies.

Disclosure and Barring Service v Tata Consultancy Services Ltd [2025] EWCA Civ 380 — conditions precedent and loss of contractual remedies

This Court of Appeal decision arose out of a major IT services contract under which the Disclosure and Barring Service sought to recover substantial delay payments following alleged performance failures. The contract required the service of formal non-conformance notices as a condition precedent to any entitlement to delay damages.

The court held that the notice provisions were strict conditions precedent. Because the required notices had not been served, the claim for damages failed notwithstanding the underlying performance issues. The case is a clear reminder that remedies for breach do not arise automatically: failure to comply with agreed procedural steps can be fatal to an otherwise meritorious claim, and parties must understand and follow contractual remedies regimes with precision.

Darchem Engineering Ltd v Bouygues Travaux Publics & Anor [2026] EWHC 220 (TCC) — entitlement to enforce contractual rights

In this Technology and Construction Court decision, the court examined who was entitled to enforce contractual rights and pursue remedies where a contract had been entered into by an unincorporated joint venture made up of two companies. One joint venture participant attempted to pursue adjudication and enforcement proceedings in its own name.

The court held that only the contracting entity itself was entitled to bring the claim, i.e. both participants of the joint venture. A joint venture participant acting alone had no standing to enforce the contract or recover sums said to be due. The decision highlights of understanding the correct party in order to have standing to bring a claim.

Resolving a breach of contract dispute

It is usually advisable to try and resolve a dispute arising out of a breach of contract without recourse to the court. This is almost always a more cost-effective and time-efficient method of dealing with a disagreement. It can also minimise the animosity between the parties.

At Lincoln & Rowe, we can negotiate on your behalf to try and agree a solution with the other side or their solicitors. In the event that an agreement is reached, we would ensure that it is put clearly in writing so that both parties know exactly what is expected of them.

We can also assist you in preparing your case for mediation, should you choose this route. In the event that you are unable to reach a satisfactory agreement with the other side and your case proceeds to court, our expert litigators will provide you with robust representation.

Solicitors have a duty to advise their clients about using alternative dispute resolution, including mediation during the course of the litigation. Mediation is considered almost compulsory and if a party unreasonably refuses to mediate, they may be penalised in costs even if they are successful at trial. In some instances, the court will require a party to serve a witness statement explaining why they have refused to mediate.

Avoiding contract disputes

Dealing with a contract dispute where you have been let down can be time-consuming, frustrating, and expensive. It will be disruptive for your business and has the potential to cause far-reaching problems. The best way to avoid a dispute arising is to ensure that all of your contracts are well-drafted and that they cover all eventualities.

When an agreement is clear and unambiguous, there is far less scope for misunderstanding or disagreement. A contract can give details of how and when it is repudiated and can also include clauses dealing with dispute resolution.

By ensuring that everyone understands upfront what is expected of them and what will happen if they fail to meet their obligations, you stand a far stronger chance of having a successful transaction and dealing easily with any difficulties.

Get in touch with us

At Lincoln & Rowe, we understand the importance of helping our clients keep their businesses running smoothly. As well as in-depth commercial expertise, we provide excellent service to our clients and practical advice and guidance.

We have wide-ranging experience in litigation and corporate law and were named as winners of the Global 100 for Best Firm for Commercial Disputes of the Year 2025 and GameChangers Global Awards for Commercial Litigation Law Firm of the Year in the United Kingdom 2025.

If you would like to talk to one of our expert legal team members about any queries you may have, contact the author, Dipesh Dosani, or call the team today on 020 3968 6030, and we’ll be happy to help.

The above information is for general guidance on your rights and responsibilities and is not legal advice. If you need more details on your rights or legal advice about what action to take, please contact a legal advisor.

The above information is for general guidance on your rights and responsibilities and is not legal advice. If you need more details on your rights or legal advice about what action to take, please contact a legal advisor.