Massachusetts Contract Dispute Lawyer
When someone does not pay, does not deliver, or does not do what they promised, a contract dispute can threaten your money, your project or your business. Botelho Law Group represents individuals and small businesses across Massachusetts in contract disputes, from reviewing the agreement and sending a demand letter to negotiating a resolution and litigating in the District Court and Superior Court. Free consultation in English, Portuguese or Spanish.
What counts as a breach of contract
A breach of contract happens when one party fails to do what the contract requires, without a legal excuse. To win a breach of contract claim in Massachusetts, a party generally must show:
- A valid contract existed between the parties
- The party bringing the claim did its part, or was ready and able to
- The other party breached the contract
- The breach caused harm, usually a financial loss
Common examples include unpaid invoices, work that was never finished or was done badly, goods that were not delivered or did not match what was ordered, loans that were not repaid, and deposits that were not returned.
Written, oral and implied contracts
| Type | How it is formed | Key point |
|---|---|---|
| Written contract | Signed agreement, purchase order, invoice terms or email exchange | The clearest evidence of what was agreed |
| Oral contract | Spoken agreement | Often enforceable, but harder to prove |
| Implied contract | Created by the parties’ conduct | Courts look at how the parties actually dealt with each other |
Some contracts must be in writing to be enforced, including agreements to sell land, agreements that cannot be performed within one year, and many sales of goods for $500 or more. Even when a written contract is not required, written proof makes a dispute much easier to win.
Good faith and fair dealing
Every Massachusetts contract includes an implied promise of good faith and fair dealing. Neither party may act to destroy or injure the other party’s right to receive what the contract promised. A party that technically follows the words of a contract while working to deprive the other side of its benefits can be liable.
Remedies for breach of contract
| Remedy | What it does |
|---|---|
| Compensatory damages | Puts the injured party where it would have been if the contract had been performed |
| Consequential damages | Covers foreseeable losses caused by the breach, such as lost profits, in some cases |
| Liquidated damages | An amount the contract sets in advance, if reasonable |
| Specific performance | A court order requiring the party to do what it promised, often used for real estate |
| Rescission | Undoing the contract and returning the parties to where they started |
| Interest | Massachusetts allows interest on contract damages, generally from the date of the breach or demand |
| Attorney’s fees | Recoverable when the contract or a law such as Chapter 93A allows it |
The injured party also has a duty to take reasonable steps to limit its losses. Damages that could have been avoided may not be recoverable.
Common defenses in contract cases
When a contract claim is brought against you, possible defenses include:
No contract was formed
No contract was formed, or the terms were too uncertain to enforce
The other side breached first
The other side breached first, or did not do its part
The claim is too late
The claim is too late under the statute of limitations
The contract was modified or waived
The contract was modified or waived, in writing or by conduct
Fraud, misrepresentation or mistake
Fraud, misrepresentation or mistake in forming the contract
The amount claimed is wrong
The amount claimed is wrong or was not caused by the breach
Payment or settlement
Payment or settlement of the debt already occurred
Deadlines
In Massachusetts, most contract claims must be brought within 6 years after the breach. Claims for the sale of goods are generally limited to 4 years. Contracts under seal can have a longer period. Other rules, such as notice requirements in the contract itself, can shorten the time to act. Do not wait until a deadline is close.
Chapter 93A and contract disputes
A simple breach of contract is not, by itself, an unfair or deceptive practice. But when a breach involves deception, unfair leverage or other misconduct in trade or commerce, the Massachusetts consumer protection law, Chapter 93A, may apply. A successful 93A claim can lead to double or triple damages for willful or knowing violations, plus attorney’s fees. Consumers generally must send a written demand at least 30 days before filing suit. Disputes between businesses can also fall under Chapter 93A, with different rules.
The demand letter
Most contract disputes start with a demand letter. A strong demand letter:
- Identifies the contract and the specific terms that were broken
- Sets out the amount owed or the action required, with supporting numbers
- Gives a clear deadline to respond
- Explains what will happen if the matter is not resolved
- Preserves any 93A rights, when they apply
Many disputes are resolved at this stage, because the other side sees that the claim is organized and serious.
When a contract dispute goes to court
If the dispute does not resolve, we file a complaint in the right court. Claims of $7,000 or less can go to small claims court. Larger claims go to the District Court, or to the Superior Court when the likely recovery is more than $50,000. Contracts often include terms about where disputes must be heard, whether they must be arbitrated, and whether the winner recovers attorney’s fees, so we review those terms first.
Before or during the case, it may be possible to ask the court for an attachment of the other side’s property to secure a future judgment, when the claim is strong and the court approves it.
Evidence that wins contract cases
Contract cases are usually decided by documents. The most useful evidence includes:
The signed agreement
The signed agreement, every amendment and any terms and conditions it refers to
Emails and texts
Emails and texts showing what each side understood and agreed to
Invoices, purchase orders and payment records
Invoices, purchase orders and payment records showing what was billed and paid
Photos, inspection reports and expert opinions
Photos, inspection reports and expert opinions on defective work or goods
Records of the losses
Records of the losses caused by the breach, such as replacement costs or lost sales
Witnesses
Witnesses who took part in the negotiations or the work
Gathering this evidence early helps us value the claim accurately and present it persuasively in a demand letter, at mediation or at trial.
Settling a contract dispute
Most contract disputes settle. A settlement can include a lump-sum payment, a payment plan, the completion or correction of work, or the return of goods or deposits. A written settlement agreement should state exactly what each side will do, when, and what happens if a payment is missed, such as an agreed judgment the other side can file. It should also include releases so the dispute does not return later.
Construction and home improvement disputes
Disputes with contractors are among the most common contract disputes. Massachusetts has special rules for home improvement contracts on owner-occupied homes, including written contract requirements and a registration system for contractors. Contractors and subcontractors who are not paid may have mechanic’s lien rights, which come with strict notice and filing deadlines. Owners and contractors both benefit from acting quickly and keeping careful records of payments, change orders and communications.
Disputes between businesses
Business-to-business disputes often involve supply agreements, service contracts, distribution arrangements, commercial leases and unpaid invoices. These contracts often limit liability, require notice of claims, or require arbitration. Reviewing the contract before taking any step protects your position.
Collecting what you are owed
A judgment is only valuable if it can be collected. We consider collection from the start, including whether the other side has assets, whether an attachment is available, and how to use executions, supplementary process and liens after judgment.
Preventing the next dispute
Many contract disputes come from unclear agreements. After a dispute, it is worth reviewing your standard contracts, invoices and terms to:
- Define the work, deliverables and deadlines clearly
- Set payment terms, late charges where allowed, and a process for change orders
- Include a clause on attorney’s fees and where disputes will be heard
- Require written notice of problems and a chance to fix them
Clients who speak Portuguese or Spanish
Many business owners and individuals we help speak Portuguese or Spanish, and many signed contracts written only in English. Our team includes fluent Portuguese-speaking and Spanish-speaking staff who work with Attorney Botelho. They help you understand the contract and each step of the dispute in your language.
What to bring to your consultation
- The contract, purchase orders, invoices and any amendments
- Payment records and account statements
- Emails, texts and letters about the agreement and the problem
- Photos or reports showing defective work or goods
- Any demand letter or court papers sent or received
- A short timeline of what happened
How we help
Free consultation
We review the contract and your options, in English, Portuguese or Spanish, and explain the cost.
Demand letters
We present your claim clearly, including 93A demands when they apply.
Negotiation and mediation
We work toward a resolution that makes sense.
Litigation
We file or defend contract lawsuits in the District Court and Superior Court.
Collection
We help enforce judgments.
Related pages
Frequently asked questions
Is a verbal agreement enforceable in Massachusetts?
Often, yes. But some contracts must be in writing, and oral agreements are harder to prove.
How long do I have to sue for breach of contract?
Generally 6 years from the breach, and 4 years for sales of goods. Some contracts set shorter notice requirements.
Can I recover interest on what I am owed?
Yes. Massachusetts generally allows interest on contract damages, usually from the date of the breach or the demand.
Can I get my attorney’s fees paid?
Only if the contract or a law, such as Chapter 93A, allows it.
What if the other side says I breached first?
That is a common defense. The facts and the documents will decide who breached first and what each side owes.
Do I have to go to court?
Not always. Many contract disputes are resolved by a demand letter, negotiation or mediation.
What if the contract requires arbitration?
The dispute may have to be decided by an arbitrator instead of a court. We review the clause and advise you.
Do you handle contract disputes anywhere in Massachusetts?
Yes. Botelho Law Group represents clients across Massachusetts.
Can you help in Portuguese or Spanish?
Yes. Our team includes fluent Portuguese-speaking and Spanish-speaking staff who work with Attorney Botelho.
Talk with us about a contract dispute
Tell us about the agreement, what went wrong and what you want to happen. We will explain your options and the next steps.