No Canada (General) version yet
This guide currently contains general legal information. Jurisdiction-specific guidance for your location is coming soon. The Concaso assessment will still tailor its questions and analysis based on your jurisdiction.
Tailored versions available: Ontario, British Columbia, United States (General), England & Wales.
The four questions in almost every contract dispute
Contract disputes look very different from the outside, but they usually come down to the same sequence of questions. Working through them in order tends to clarify a dispute quickly.
- Was there an agreement, and what were its terms?
- Did the other side fail to do what the agreement required?
- Did that failure cause you a loss?
- Can that loss be measured in money?
Working out what the terms actually were
Disputes frequently turn on which version of the deal governs. A quote, a purchase order, a set of standard terms on the back of an invoice and a chain of emails can all point in slightly different directions.
Assemble the paper trail in order
- The first proposal or quote
- Any signed agreement, plus every amendment
- Standard terms referenced by the agreement
- Emails and messages agreeing changes along the way
- Invoices and payment records showing how the parties actually behaved
How the parties behaved matters. Where the written words are ambiguous, conduct over time is often the clearest indicator of what both sides understood the deal to be.
How losses are measured
The usual starting point is to put the wronged party in the position they would have been in if the contract had been performed. That is an arithmetic exercise, not an estimate of how serious the breach felt.
- Direct losses — the cost of the promised thing not delivered, or of getting it elsewhere
- Wasted expenditure incurred in reliance on the agreement
- Lost profit, where it can be demonstrated rather than asserted
- Interest, where the contract or local law provides for it
There is also usually a duty to mitigate: to take reasonable steps to reduce the loss. Keeping the receipts for those steps helps twice, because it shows both the effort and the cost.
Before you make a claim
Step 1
Put the complaint in writing and say clearly what you want done.
Step 2
Check the contract for notice, dispute resolution or arbitration clauses.
Step 3
Quantify the loss with documents, not estimates.
Step 4
Confirm the limitation period before negotiating for months.
Many contracts require notice of a defect or dispute within a set time, or require mediation before court. Skipping a required step can delay or damage an otherwise sound position.
Time limitsGeneral guidance
Contract claims are subject to a limitation period that varies by jurisdiction, and sometimes by the type of contract. Confirm yours early — it shapes every other decision.
Documents to gather
- The contract, and every amendment or change order
- Quotes, proposals and purchase orders
- Emails and text messages agreeing or changing terms
- Invoices, statements and proof of payments made
- Delivery notes, timesheets or completion records
- Photographs of goods or work in dispute
- Quotes for putting the problem right
Evidence that carries weight
- A written agreement with clear obligations and dates
- Contemporaneous messages showing the other side acknowledging the problem
- Invoices and bank records that tie the loss to a number
- Third-party quotes showing the cost of remedying the breach
- A written demand and the response to it
- Records of steps taken to reduce the loss
Want both lists in one printable page?
Common mistakes
- Relying on a verbal agreement with no supporting messages
- Continuing to pay without objecting, which can suggest acceptance
- Failing to quantify the loss, leaving only a description of the frustration
- Ignoring a notice or arbitration clause in the contract
- Deleting message threads with the other side
- Letting the limitation period run while negotiating informally
Frequently asked
Is a verbal contract enforceable?
Often yes, though some categories of agreement must be in writing, and proving the terms of a verbal deal is harder. Supporting messages and conduct become central.
Can I claim for the time I wasted?
Sometimes, particularly for a business, but it usually needs to be evidenced with records rather than estimated after the fact.
What if the contract has a clause limiting liability?
Limitation and exclusion clauses are common and often effective, though their reach depends on the wording and local law. They are one of the first things to check.
Do I have to send a demand letter first?
Not always required, but it is usually sensible. It creates a record, sometimes resolves the matter, and shows a court that a reasonable step was taken.
Assess my situation
Concaso turns what you already know into a structured, confidential report — strengths, weaknesses, missing evidence, and the deadlines that matter. We will start you in the right place based on this guide, in Canada (General).
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This guide is general information, not legal advice, and Concaso is not a law firm. Reading it does not create a lawyer–client relationship. Deadlines and procedures differ by jurisdiction and change over time — confirm anything you intend to rely on.