A sample breach of contract complaint has the same bones no matter what state you file in: a caption naming the court and parties, a statement explaining why that court has authority, numbered paragraphs laying out the facts of the agreement and the breach, a demand for specific relief, and a signature. Getting those pieces right is what separates a complaint that moves forward from one that gets dismissed before a judge looks at the merits. The sections below walk through what belongs in each part, what to check before you draft anything, and what happens after you file.
Check Two Things Before You Draft
Two threshold issues can end your case before it begins, so handle them first.
The first is the statute of limitations. Every breach of contract claim has a filing deadline, and missing it usually ends the case regardless of the facts. Each state sets its own window. Written contracts commonly carry four to six years; oral contracts often have shorter deadlines; contracts for the sale of goods under the Uniform Commercial Code generally carry a four-year limit. The clock typically starts on the date of the breach, not the date of signing, though a discovery rule can delay the start when the breach was hidden. If the breach is more than a couple of years old, confirm your state’s specific deadline before investing time in a complaint.
The second is arbitration. Read the dispute resolution section of your contract. If it contains a mandatory arbitration clause, filing in court anyway invites the defendant to move to compel arbitration. Under the Federal Arbitration Act, when a valid arbitration agreement covers the dispute, the court must pause the lawsuit and send the matter to arbitration. Some contracts also require mediation first. Skipping a required pre-litigation step can derail the case.
What to Gather Before You Write
Courts expect concrete allegations, not vague grievances. Collect the following before drafting:
- Party information. Full legal names and current addresses for the plaintiff (you) and the defendant. If you are suing a business, use the entity’s legal name as registered with the state, not just a trade name.
- The contract. The signed agreement and any amendments, addenda, or change orders. If the contract was oral, write out the key terms as you understood them, with any emails or texts that confirm them.
- Evidence of breach. Correspondence, invoices, delivery records, photographs, anything that shows the defendant failed to perform, with firm dates attached.
- Damage calculations. Actual dollar figures backed by receipts, bank statements, replacement quotes, or proof of lost revenue.
You also need to pick the right court. That involves two questions: jurisdiction (does this court have authority over this kind of dispute?) and venue (is this the right geographic location?). Federal court generally requires parties from different states with more than $75,000 at stake, or a federal-law question. Most breach of contract disputes between in-state parties land in state court, and the amount claimed often determines whether the case belongs in small claims or a court of general jurisdiction. Venue rules usually point to the district where the defendant lives or where the key events happened.1Office of the Law Revision Counsel. 28 U.S. Code 1391 – Venue Generally
The Sections of the Complaint
Federal Rule of Civil Procedure 8 requires three things in any complaint: a statement of the court’s jurisdiction, a statement of your claim showing you are entitled to relief, and a demand for the relief you want.2United States Courts. Federal Rules of Civil Procedure State courts have their own rules, but most follow a similar framework.
Caption
The caption sits at the top of the first page. It identifies the court, lists the names of all parties, and leaves a space for the case number the clerk will assign. Federal rules require every pleading to include the court’s name, a title listing the parties, and a file number.3Legal Information Institute. Federal Rules of Civil Procedure Rule 10 Local rules sometimes dictate font sizes or margin widths, so confirm your court’s formatting requirements before finalizing.
Jurisdictional Statement
Right after the caption, explain why the court has authority. In federal court, that typically means stating that the parties are citizens of different states and the amount at stake exceeds $75,000, or that the case arises under federal law.2United States Courts. Federal Rules of Civil Procedure In state court, you generally state that the defendant resides in the county or that the contract was performed there. Short and factual.
Factual Allegations
The body of the complaint is a series of numbered paragraphs, each containing one distinct factual point. This is where you describe the contract, your performance, the defendant’s breach, and the harm that followed. The next heading walks through what each of those paragraphs needs to establish.
Prayer for Relief
The complaint closes with a demand section, often labeled “Prayer for Relief” or the “Wherefore Clause,” that tells the court exactly what you want. Usually that is a specific dollar amount in damages. You can also request equitable relief, such as a court order requiring the defendant to perform. If the contract or a statute entitles you to attorney’s fees or interest, request them here.
Signature Block
The complaint must be signed. If you have an attorney, they sign; if you represent yourself, you sign. The signature certifies that the claims are supported by facts and are not frivolous. Filing baseless claims can lead to sanctions.
Pleading the Four Elements
Courts across the country recognize four elements for a breach of contract claim: a valid contract existed, you performed your obligations, the defendant failed to perform theirs, and you suffered damages as a result. Your complaint has to address each with specific facts, not conclusions.
A Valid Contract Existed
State when and how the agreement was formed. Say whether it was written or oral. Describe the key terms: what each side promised, what was exchanged as consideration, and any conditions or deadlines. Attach a written contract as an exhibit and reference it in this section. For an oral contract, describe the circumstances of the agreement and any documents that corroborate it.
You Performed Your Obligations
Plaintiffs most often gloss over this element, and it is the one that trips up the most cases. Show that you held up your end, or that you were excused from performing because of something the defendant did. If you delivered goods, say when and how. If you paid, give the dates and amounts. If your performance was staged, walk through each stage. A defendant’s first move is almost always to argue that you did not fully perform, so get ahead of it.
The Defendant Breached the Contract
Spell out exactly what the defendant failed to do, and when. If the contract required delivery by a specific date and nothing arrived, say so. If the defendant delivered defective goods or performed substandard work, describe the deficiency concretely. Reference the specific contract provisions that were violated. Vague language like “the defendant failed to live up to the agreement” invites a motion to dismiss. Specific language like “the defendant failed to deliver 500 units of Product X by the March 15 deadline set in Section 4.2 of the Agreement” does not.
You Suffered Damages
Connect the breach to real financial harm. The court needs to see a measurable loss, not frustration. State the dollar amount. If you hired someone else to finish the work at a higher price, the difference is part of your damages. If you lost revenue because a critical delivery never arrived, calculate that lost income with supporting details.
What You Can Ask For in Damages
Not every dollar you lost belongs in the complaint. Courts recognize different categories of contract damages, and the category affects what you need to prove.
- Direct damages. The immediate financial loss caused by the breach itself. If you paid $10,000 for work that was never completed, that $10,000 is a direct damage.
- Consequential damages. Losses that flow from the breach but are not the immediate cost, like lost profits from a project that stalled because a supplier failed to deliver. You can generally only recover these if the defendant knew or should have known the losses were a foreseeable result of the breach when the contract was formed.
- Incidental damages. Costs you incurred dealing with the breach, like shipping fees for returning defective goods or expenses for finding a replacement vendor.
You also have a duty to mitigate. Courts expect reasonable steps to limit losses after a breach. Sitting on your hands for six months when a replacement vendor was available can lead a judge to reduce your damages by what you could have avoided. The complaint does not need to address mitigation head-on, but your damage figures should reflect that you acted reasonably.
Filing With the Court
Once the complaint is drafted and signed, you file it with the clerk of court. Filing is what officially starts the lawsuit.4United States Courts. Civil Cases Most courts accept filings in person, by mail, or electronically, and many now require or strongly encourage e-filing.
In federal court, electronic filing runs through the CM/ECF system. Using it requires a PACER account plus separate approval from the specific court as a filer; a PACER account alone does not grant filing access.5PACER: Federal Court Records. Registration Frequently Asked Questions State courts have their own portals and registration processes. Check well before your deadline.
Filing requires a fee. State courts of general jurisdiction typically charge from around $50 to several hundred dollars, and federal district courts have their own schedule. If you cannot afford the fee, you can file a fee waiver application, sometimes called an in forma pauperis petition, which asks the court to waive the fee based on financial hardship. Expect to disclose income and assets on a court form.
Serving the Defendant
Filing puts the case on the docket, but the lawsuit is not truly underway until the defendant knows about it. After you file, the clerk issues a summons, the official notice that a lawsuit has been filed.6Legal Information Institute. Federal Rules of Civil Procedure Rule 4 You then have to get the summons and a copy of the complaint delivered to the defendant through service of process.
You cannot serve the papers yourself. Under federal rules, any person who is at least 18 and is not a party to the case can do it.6Legal Information Institute. Federal Rules of Civil Procedure Rule 4 Most plaintiffs hire a professional process server or arrange for a sheriff’s deputy. Process servers typically charge from $30 to several hundred dollars depending on location and how hard the defendant is to locate.
Timing matters. In federal court, service must be completed within 90 days of filing. Miss that window without good cause and the court can dismiss the case. State deadlines vary. After service, the person who delivered the papers must file proof of service with the court, identifying who was served, when, where, and how. Without that proof on file, the court has no evidence the defendant was properly notified, and the case cannot move forward.7United States Courts. AO 440 Summons in a Civil Action
After the Defendant Is Served
Once served, the defendant has to respond. In federal cases, that is 21 days from the date of service. The response is usually either an answer, which addresses each allegation, or a motion to dismiss, which argues the complaint has a fatal flaw that should end the case.
An answer typically admits or denies each numbered paragraph and may raise affirmative defenses. Common defenses in breach of contract cases include arguing the contract was never valid, that you breached first, that the statute of limitations has run, that the contract was obtained through fraud, or that performance became impossible. A statute of frauds defense argues that the type of contract at issue was required to be in writing and was not.
If the defendant does nothing and the deadline passes, you can ask the court to enter default judgment. Default is not automatic. You still have to file a motion and, in most cases, prove up your damages. But a defendant who ignores a properly served complaint has forfeited the right to contest liability, and the rest of the case gets much simpler from there.