What makes a contract enforceable in Missouri
Missouri courts will enforce a contract when the basic elements are present: an offer, acceptance, consideration (something of value exchanged on each side), mutual assent to definite terms, and the parties' legal capacity to enter into the agreement. Some contracts must be in writing under Missouri's statute of frauds: contracts for the sale of real estate, contracts that cannot be performed within a year, and certain others. Beyond those, oral contracts are enforceable, although they can be more difficult to prove.
Common types of breach
- Non-payment. A buyer who does not pay for goods or services delivered, or a tenant who does not pay rent.
- Non-delivery. A seller who does not deliver the goods, property, or services that were promised.
- Failure to perform. A contractor who walks off the job, a vendor who delivers nonconforming goods, or a service provider who falls short of contractual specifications.
- Business agreement violations. Breach of partnership agreements, operating agreements, employment contracts, non-competes, confidentiality agreements, and similar business documents.
Remedies available
Missouri courts can award compensatory damages to put the injured party in the position they would have been in if the contract had been performed. In some cases, the court can order specific performance, requiring the breaching party to actually do what the contract required. Injunctive relief may be available to prevent ongoing or threatened breaches. Some contracts also provide for attorney's fees to the prevailing party, which can change the economics of litigation considerably.
The litigation process
A contract case typically begins with a demand letter outlining the breach and the remedy sought. If that does not resolve the issue, suit is filed, the defendant answers, the parties exchange written discovery and take depositions, and the case is either settled or tried. Most contract cases settle, but the credibility of the threat to try the case is what shapes the settlement. We litigate cases like they may end up in front of a judge, because sometimes they do.
Reading the contract first
Before any lawsuit is filed, we read the contract carefully. Many contracts contain notice provisions, cure periods, mediation requirements, forum-selection clauses, choice-of-law clauses, and other provisions that directly affect strategy. Missing one of these provisions can cost you the case. Sometimes the best legal advice is that the contract gives you less leverage than you thought, and the right answer is to negotiate rather than sue.
Our approach
We take a businesslike approach to contract disputes. Our first job is to understand what you actually want out of the case: payment, performance, the ability to walk away, or a clear resolution that lets you get back to running your business. From there, we recommend a strategy that gets you there as efficiently as the situation allows.