California attorney · CA Bar #279869

California breach of contract attorney

I'm Sergei Tokmakov, a California attorney. If the other side failed to perform under a written, oral, or implied agreement, Civil Code § 1717 fee-shifting and Code Civ. Proc. § 337's four-year SOL give you real leverage. I draft the demand letter with the damages calculation, the statute citations, and (if the facts fit) a UCL § 17200 overlay.

1,500+contracts drafted
700+Upwork reviews
14+years in practice
100%job-success score
Cal. Bus. & Prof. Code § 17200
Quick answer

Under California law, a breach of contract claim requires (1) a contract, (2) plaintiff's performance or excuse, (3) defendant's breach, and (4) resulting damages. Written contracts have a four-year statute of limitations (CCP § 337); oral contracts have two years (CCP § 339). Civ. Code § 1717 makes one-way attorney-fee clauses reciprocal, so if the contract gives fees to either party, the prevailing party recovers them. Recovery typically includes expectation damages, foreseeable consequential damages, and (where the breach is also a deceptive practice) restitution under Cal. Bus. & Prof. Code § 17200.

4-year SOL
Written contract under § 337
2-year SOL
Oral contract under § 339
Fees
If contract has fee clause
10% PJI
Liquidated sum, under Civ. § 3289

What I do for breach of contract cases

1

Calendar the correct SOL.

Written contracts run on 4 years under CCP § 337, oral contracts on 2 years under CCP § 339. I screen the writing and calendar the SOL so the case is filable.

CCP § 337 / § 339
2

Anchor the fee-shift in the demand.

If the contract has a fee-shift clause, the demand quotes it. That single quote often resolves the matter because both sides price the fees.

Civ. § 1717
3

Invoke Civ. § 3289 10% interest.

Liquidated breach damages accrue 10% prejudgment interest. I anchor § 3289 so the older the breach, the higher the demand price.

Civ. § 3289
4

Send to the right forum or arbitration.

Many contracts have arbitration clauses. I send the demand and (if needed) the JAMS or AAA notice through the contract's dispute-resolution forum.

Why this calls for an attorney, not a template

DIY / template

What a self-written letter misses

  • Lets the SOL clock run
  • Misses the fee-shift in the contract
  • Cannot invoke 10% prejudgment interest
  • Walks into the wrong forum or arbitration
Attorney letter

What the attorney letter does

  • Calendars the CCP § 337 or § 339 SOL
  • Anchors the fee-clause exposure in the demand
  • Invokes Civ. § 3289 10% interest on liquidated sums
  • Sends the matter to the right forum or arbitration

Breach cases turn on the four-corners of the writing, the demand letter pins the breach, the damages, and the fee-clause exposure to the page.

The controlling law

Cal. Civ. Code § 1717

The attorney-fee reciprocity rule

This authority is the attorney-fee reciprocity rule. If a contract authorizes attorney fees to one party in an action on the contract, the prevailing party (whichever side that is) is entitled to reasonable fees and costs. This is the single most important statute in California breach-of-contract practice because it shifts the litigation economics.

Cal. Code Civ. Proc. § 337

A four-year statute of limitations on

This authority sets a four-year statute of limitations on written contracts. The clock runs from breach, not from contract formation. The discovery rule may extend in narrow circumstances (concealed breach, continuing breach), but the default is strict.

Cal. Code Civ. Proc. § 339

A two-year statute of limitations on

This authority sets a two-year statute of limitations on oral contracts and on contracts not founded on a written instrument. Same accrual-from-breach rule.

Cal. Civ. Code §§ 3300-3302

Codify the expectation-damages framework: the injured party is entitled

Codify the expectation-damages framework: the injured party is entitled to the amount that compensates for all the detriment proximately caused by the breach. § 3358 limits damages to those that the injured party would have received if performance had occurred (no windfall).

Hadley v. Baxendale (1854) 9 Exch. 341

Adopted in california, limits consequential damages to losses that

Adopted in California, limits consequential damages to losses that were either ordinary or specifically foreseeable to the breaching party at the time of contracting. The demand letter that pre-establishes foreseeability is the one that gets the consequential-damages number paid.

Foley v. Interactive Data Corp. (1988) 47 Cal.3d 654

Sharpened the rule that breach of the implied covenant

Sharpened the rule that breach of the implied covenant of good faith and fair dealing in non-insurance contracts is a contract claim, not a tort. The remedy is contract damages, not punitives, but the cause of action is still useful when the defendant's conduct frustrates the contract's purpose without technically violating its terms.

Cal. Bus. & Prof. Code § 17200

(unfair competition law) prohibits any unlawful, unfair, or fraudulent

(Unfair Competition Law) prohibits any unlawful, unfair, or fraudulent business act. A breach that is also a deceptive practice (false advertising, misrepresentation, statutory violation) usually qualifies. The UCL provides restitution and injunctive relief but not damages; pair it with the breach count.

The damages math. Counterparty breaches a $75,000 services contract. Expectation damages: $75,000. Consequential damages (lost downstream revenue you can prove was foreseeable): $30,000. Costs avoided by your non-performance: $10,000. Civ. Code § 1717 fee shift (if contract has fee clause): $15,000-$30,000 once the matter is litigated. Total exposure: roughly $110,000-$125,000 on a $75,000 contract. The demand letter shows the counterparty that number.

What clients send me

The cleaner the file, the higher the settlement number. Before I draft, I ask for:

  • The contract itself (every page, every addendum, every exhibit, every amendment, every counter-signature)
  • The pre-contract communications: emails, term sheets, RFPs, and proposals that frame what each side agreed to
  • Proof of your performance: invoices issued, deliverables sent, payments tendered, milestones met
  • The communications around the breach: emails or letters where the counterparty announced or admitted the failure to perform
  • Documents quantifying your damages: lost-revenue calculations, replacement-cost invoices, third-party contracts you had to cancel, downstream-customer notices
  • The counterparty's contact information: registered agent if it's an entity, principal place of business, names of officers if known
  • Any prior attempts to resolve: demand emails you sent yourself, mediation proposals, settlement offers
  • The full counterparty identity: are they an LLC, a corporation, a sole proprietor, a partnership? This affects how the letter is addressed and who is liable
  • A timeline of the dispute: contract date, performance milestones, date of breach, date of discovery, date of any prior communications
  • Whether the contract is governed by California law and whether venue is specified (if the contract picks a forum, that affects strategy)

What I send back

$575

What you get

  • A three-to-five-page attorney demand letter on Terms.Law / Sergei Tokmakov, Esq. letterhead with my CA Bar number
  • Citation to the specific contract provisions breached and the contract-interpretation theory
  • Damages calculation: expectation, consequential, incidental, less avoided costs
  • Citation to Civ. Code § 1717 with fee-recovery demand where the contract supports it
  • Citation to CCP § 337 or § 339 SOL framework
  • USPS certified mail delivery + email + three negotiation responses
$1,200

What you get

  • Everything in the $575 package
  • Court-ready California Superior Court complaint (or small-claims SC-100 for matters under $12,500) with breach of contract, breach of implied covenant, and (where supported) UCL § 17200 counts
  • Damages prayer pre-calculated including fees
  • Civil case cover sheet, summons, and filing instructions for the appropriate county

How the engagement runs

1
Send facts

Email a paragraph + key documents.

2
Identify theory

I map the facts to the CA statute.

3
Draft letter

Attorney letter on letterhead.

4
You approve

Two revision rounds included.

5
Send certified

USPS certified + email delivery.

6
Negotiate

Three negotiation responses included.

Choose your path

Start here if

Case memo

$349
  • You want a written legal evaluation first
  • You may refer to a contingency firm later
  • Statute or evidence questions are unsettled
Accept memo - $349
Most common

Attorney demand letter

$575
  • Single target, one letter, certified mail
  • Counterparty is responsive to attorney letterhead
  • No draft lawsuit needed yet
Accept letter - $575
Start here if

Demand + draft lawsuit

$1,200
  • Counterparty needs to see the lawsuit is real
  • Multiple claims or institutional defendant
  • You may file pro se after the demand
Accept package - $1,200

Pricing

Attorney Demand Letter

$575 · flat fee
  • Attorney letter on CA Bar #279869 letterhead
  • Expectation + consequential damages calculation
  • Civ. Code § 1717 fee demand where applicable
  • USPS certified mail + email delivery
  • Three revisions before sending
  • Three negotiation responses after delivery

Letter + Draft Lawsuit

$1,200 · flat fee
  • Everything in the $575 package
  • Court-ready California Superior Court complaint
  • Breach of contract, implied covenant, UCL counts
  • Damages prayer pre-calculated
  • Civil case cover sheet + summons
  • Recommended when other side has counsel

Related on Terms.Law

Service page
Hire a Lawyer for a Demand Letter (overview)
Calculator
California Breach of Contract Damages Calculator
Calculator
Attorney Fee Calculator (§ 1717 reciprocity)
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Causes of Action Identifier
Free Opus tool
Contract Clause Risk Scanner
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All 17 California practice areas

Frequently asked questions

You
What does breach of contract require in California?
S
Four elements: (1) a contract existed (offer, acceptance, consideration, mutual assent), (2) the plaintiff performed or was excused from performing, (3) the defendant breached, and (4) the plaintiff suffered damages caused by the breach. The contract can be written, oral, or implied by conduct. Written contracts carry a four-year statute of limitations (CCP § 337); oral contracts carry a two-year SOL (CCP § 339). I confirm all four elements in the intake before drafting.
You
What damages can I recover for a breached contract?
S
Expectation damages are the default measure: you are put in the position you would have been in had the contract been performed. That includes (a) general damages (the benefit of the bargain), (b) consequential damages reasonably foreseeable to the breaching party (Hadley v. Baxendale framing), (c) incidental damages (costs of finding a substitute performance), less any costs avoided by the breach. Specific performance is available for unique goods or real estate (Civ. Code §§ 3384-3387). Punitive damages are not generally available for contract breach absent an independent tort.
You
Does my contract have a fee-shifting clause?
S
Check the agreement. Most form contracts include a prevailing-party attorney-fees clause. Civ. Code § 1717 makes those clauses reciprocal even if the contract drafted it as one-way. That means if the contract gives only one party the right to fees, § 1717 extends the right to the prevailing party regardless of which side they were. I read every contract for the fee clause first because it changes the leverage of the demand letter. A § 1717 case has higher settlement value because the losing party pays both sides' attorney fees.
You
What's the statute of limitations on a breach claim?
S
Four years for written contracts (Code Civ. Proc. § 337). Two years for oral contracts (Code Civ. Proc. § 339). The clock runs from breach, not from the contract date. The discovery rule and tolling may extend the deadline in fact patterns where the breach was not reasonably discoverable, but the default is strict. I include an SOL analysis in every intake because cases that look strong on the facts can be procedurally dead. If you are within 60 days of expiration, the $1,200 letter-plus-draft-lawsuit package is the right tier because you need filing-ready papers.
You
When does the UCL § 17200 overlay apply?
S
Cal. Bus. & Prof. Code § 17200 prohibits any unlawful, unfair, or fraudulent business act. A contract breach by itself is not usually a UCL violation, but a breach that is part of a deceptive-practices pattern (false advertising, misrepresentation, repeated violations of statutes) often is. The UCL provides restitution and injunctive relief, which is meaningful in business-to-business disputes and consumer-facing breaches. I add the UCL count when the facts support it because it changes the settlement math: defendants do not want a finding that creates collateral exposure on other transactions.
You
What about the implied covenant of good faith and fair dealing?
S
Every California contract carries an implied covenant of good faith and fair dealing (Foley v. Interactive Data Corp. (1988) 47 Cal.3d 654). A breach of the covenant is usually a contract claim, not a tort, except in the insurance bad-faith context. The implied-covenant count is useful when the defendant's conduct frustrates the contract's purpose without literally violating its terms, such as making performance technically possible but commercially impossible. I add the count when the facts support it and the defendant's pattern is uglier than the literal breach.
You
Can I demand specific performance?
S
Sometimes. Civ. Code § 3384 makes specific performance the default remedy for breach of a contract for the sale of real property because real property is presumed unique. For other contracts, specific performance is available only when damages are inadequate (typically for unique goods, intellectual property licenses, or services where substitutes do not exist). I evaluate whether to ask for specific performance, money damages, or both in the demand letter based on the underlying subject matter.
You
What if the contract was oral?
S
Oral contracts are enforceable in California except where the Statute of Frauds (Civ. Code § 1624) requires writing. Common Statute-of-Frauds categories: contracts that cannot be performed within one year, real-estate sales, agreements to answer for the debt of another, and goods sales over $500 under the UCC. Oral contracts have a two-year SOL (CCP § 339). I build the case from text messages, emails, and conduct evidencing the agreement. Oral breach-of-contract cases settle, but the case-value tends to be lower because of the proof challenge.
You
What if the counterparty filed for bankruptcy?
S
The automatic stay (11 U.S.C. § 362) halts most pre-petition contract claims. You may need to file a proof of claim in the bankruptcy and possibly seek relief from stay if the matter requires it. If you anticipate the counterparty may file, the timing of your demand letter and complaint matters significantly. I run that analysis at intake when the facts suggest bankruptcy is plausible.
You
Why send a demand letter at all instead of just suing?
S
Three reasons. First, the demand letter often resolves the matter without filing, saving the filing fee, the time, and the relationship. Second, the letter is a record of pre-suit good-faith effort, which California courts care about and which can affect fee awards under § 1717 and other doctrines. Third, the letter triggers a real legal-budget conversation on the defendant's side; many breach claims that look intractable settle when the defendant's counsel does the case-value math against the cost of defense plus § 1717 fee exposure.

Contract breach in California? Let me send the letter.

Email me the counterparty name, type of contract, date of breach, and amount at stake. I'll respond same day with a scoped flat-fee quote.

Email owner@terms.law