Contract dispute lawyer - when one clause decides who pays whom
A contract dispute rarely begins with reading the contract - it begins with one party failing to do something, and the other replying orally and emotionally. Only afterwards does it turn out that the deadline in the contract is "indicative", the penalty is one-sided, and the termination procedure required a written notice that nobody sent.
This page describes how a lawyer works on a contract dispute on either side: which claims exist on breach and which do not, how penalties and damages are calculated, how to withdraw from a contract without becoming the party in breach yourself, when a contract is void, and why most of these disputes are settled by one correctly written letter.
Updated · Practice area: Civil litigation lawyer
What you can claim on breach - five claims and their conditions
Not every claim exists at once: a claim for performance and withdrawal from the contract exclude each other, while a penalty and damages stand in a certain ratio. The right combination is the lawyer's first decision.
The six stages of a contract dispute - from reading to enforcement
Auditing the contract and annexes
The lawyer reads the whole document - the contract, annexes, acceptance reports, amendments, correspondence that changed the terms. Where the deadline is, what counts as breach, what the notice procedure is, which court or arbitration was agreed, which law applies. The answer to "who is in breach" often changes right here.
Recording the breach and the loss
The breach documented: the delivery date, a defect report, photos, an expert opinion, a bank statement showing non-payment. The loss in figures from day one - the invoice for a substitute purchase, the lost contract, the expense incurred. Evidence gathered later is less credible to the court.
The demand letter and the additional period
Before withdrawal the law requires an additional period to cure the breach - the letter sets it, describes the breach and warns of the consequence (withdrawal, penalty, claim). With confirmation of delivery. This letter settles most disputes before court and in the rest is the main document of the case.
Negotiation or mediation
The additional period is a window for negotiation: deferral, partial performance, a price reduction, an amendment. The lawyer drafts the settlement so that the original claim revives on non-performance - otherwise the "concession" itself becomes a new contract.
The claim and interim measures
The agreed court or arbitration, a fee of 3% of the claim value, a request for interim measures on the defendant's accounts or property. Claims in the alternative - performance or damages - so that the court keeps a choice. On the defendant's side - a statement of defence within the deadline and a counterclaim if the claimant also breached.
Judgment and enforcement
After the judgment takes effect, a writ of execution and the Enforcement Bureau; a judgment for specific performance is enforced with fines. A settlement at any stage with court approval - and then the settlement itself is the enforceable document.
When there is no contract at all - the grounds of nullity and rescission
Nullity is a weapon for either side: for the claimant - return of what was given, for the defendant - release from the obligation. But a void contract gives neither side a penalty.
- Breach of form
- A contract which the law required to be notarised or in writing (real estate, some loans, guarantees) and which was made without that form - is void. But a performed contract is often "cured", and invoking the form is treated as bad faith.
- Sham and disguised transactions
- A transaction that actually conceals another (a gift in the form of a sale, hiding part of the price) - is void, and what was really intended applies. Writing a "reduced price" into a contract creates exactly this risk.
- Mistake, fraud, duress
- A contract made under a material mistake, by fraud or under duress - is voidable, within a time limit. Rescission is by written declaration, not through court, but the dispute is then settled in court. The period runs from discovery of the mistake or the end of the duress.
- An unlawful clause
- An individual clause contrary to law (for example excluding a consumer's right, excessive interest) - is void, while the rest of the contract stands. The lawyer often fights not the whole contract but one clause.
- Lack of authority
- A contract made in a company's name by a person without the authority, or under an expired power of attorney. The company's subsequent approval (performance, payment) keeps the contract in force - which is why the "we did not know" argument rarely works.
What releases from liability and what does not - force majeure, change of circumstances, unilateral change
Force majeure is impossibility of performance due to a circumstance the party could neither control nor foresee - not performance becoming more expensive or harder. A change in the exchange rate, a supplier's price rise, a fall in the market are not force majeure; war, a natural disaster, a state prohibition may be, if it is exactly that which prevents performance. A contract's force majeure clause often requires a notice period - a missed period loses the right to release, even if the event was real.
A material change of circumstances is a separate institution: where the circumstances underlying the contract have changed so much that the parties would not have contracted on these terms - adaptation or termination of the contract can be sought. Courts allow this rarely and on strict conditions; ordinary commercial risk does not qualify.
A unilateral change - of price, deadline, terms - is possible only where the contract expressly grants that right and by its procedure. Otherwise a "the price has changed" notice is itself a breach, and the other party may demand performance on the old terms or withdraw. In consumer and long-term contracts a unilateral change clause is often void in itself.
What the lawyer needs at the first meeting on a contract dispute
- The contract with every annex, amendment and the signed version - not the "last draft" from an e-mail.
- Correspondence concerning the terms - a deferred deadline, consent to a change, a complaint: it often effectively amends the contract.
- Performance documents: acceptance reports, invoices, transfers, delivery notes - from both sides.
- Evidence of the breach: a defect report, photos, an expert examination, the delivery date, a statement showing non-payment.
- Loss documents: the invoice for a substitute purchase, a lost contract, expense incurred, a calculation of lost profit.
- Letters sent and received with confirmation of delivery - the demand, the warning, the termination notice.
- The other side's details: a registry extract, accounts, property - for interim measures and enforcement.
Three disputes and how each is resolved
The supplier missed the deadline, the buyer stopped paying
Both consider themselves right. The lawyer's question: who breached first, and who granted an additional period in writing. The buyer often has the right to withhold payment, but only with notice and proportionately. The typical outcome is a settlement adjusting the deadline and the price - before court.
Construction work accepted with defects
The report was signed "without objections"; the defect appeared later. Defence on the client's side: a hidden defect, the warranty period, an expert examination; on the contractor's side - the report, a breach of operating rules. The expert examination decides the case; the lawyer puts its questions personally.
The contract is void, the money has been paid
A "preliminary sale" of real estate without a notary, the sum transferred, the seller gone. What was received under a void contract is unjust enrichment and must be returned - a claim with interim measures on the seller's property. Nullity of the contract does not destroy the right to the money back.
Questions about contract disputes
The contract is in English and under foreign law. Can I sue in a Georgian court?
The jurisdiction and governing law clauses are read separately: an agreed court or arbitration is binding if valid; foreign governing law is applied in a Georgian court too, on an expert's opinion. A Georgian court is often available if the defendant or the property is here. The lawyer checks these two clauses first.
The penalty in the contract is 1% per day. Will the court award it in full?
Rarely - at the debtor's request the court may reduce a manifestly excessive penalty, comparing it with the loss and the size of the obligation. The creditor's lawyer proves the actual loss so that the reduction is minimal; the debtor's lawyer asks for the reduction. Typically it stays within 30-50% per year.
The other side said orally that it is terminating the contract. Is that a termination?
No, if the contract or the law requires written notice - which is almost always the case. An oral "I terminate" can later be denied. It is in your interest to record it in writing: "further to your statement of [date] terminating the contract..." - this makes the other side either confirm or deny, and both work in your favour.
We have no contract, but we worked together for two years. What do I rely on?
A contract is concluded by conduct: orders, deliveries, invoices and payments confirm both sides' obligations. The terms are established from correspondence and established practice, the rest from the default rules of the law. Proof is harder, but a two-year relationship is itself the best evidence.
How long do I have to file a claim for breach of contract?
Limitation on a contractual claim is generally 3 years from the breach, shorter for certain contracts (defects, carriage). A demand letter does not interrupt the period - only the debtor's acknowledgement or a claim does. So negotiations must proceed with the period under control.
Lawyers for contract disputes
A contract dispute often rests on the interpretation of one clause. The card shows typical cases and languages; within 15 minutes the coordinator connects you with a lawyer who works with your type of contract.
No published lawyers in this category yet
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Call: 568 330 318A contract has been breached? The demand letter starts the clock - it must be written correctly
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