Breach of Contract Lawyer in Rhode Island and Massachusetts

A contract is a promise the law will enforce. A breach is a failure to do what the contract requires without a legal excuse: not paying, not delivering, delivering late, or delivering something different from what was promised. The first question is what the contract actually required, so we read the agreement, the amendments and the change orders before drawing conclusions.

Material or minor. A material breach goes to the heart of the bargain; it can excuse the other side from performing and supports a claim for the full loss. A minor breach, such as a short delay that caused little harm, allows a claim for that harm but keeps the contract in force. Materiality depends on what was lost, whether it can still be cured and how each side behaved.

Written or oral. Most contracts do not have to be in writing, and an oral agreement can be proved through conduct, payments, invoices and messages. Some contracts do. In both states, a contract for the sale of goods for $500 or more is generally not enforceable without a writing signed by the party being sued, unless an exception applies, such as goods paid for and accepted (R.I. Gen. Laws § 6A-2-201; M.G.L. c. 106, § 2-201).

Email and text contracts. Courts look for the same things in an email or text exchange as in a signed document: an offer, an acceptance and the essential terms. Preserve the whole thread, not a screenshot of one message, because it becomes the main evidence. See can emails or text messages form a Rhode Island contract.

A statute of limitations sets the last day to file. For a sale of goods, the period runs from the breach whether or not you knew about it, and a breach of warranty occurs on delivery unless the warranty explicitly extends to future performance (R.I. Gen. Laws § 6A-2-725(2); M.G.L. c. 106, § 2-725(2)). Demand letters and negotiation do not stop the clock.

Damages. The usual remedy is money that puts you where you would have been had the contract been performed: the unpaid balance, the extra cost of replacement goods or services, and other losses that were foreseeable when the contract was made. You must take reasonable steps to limit the loss, and the cost of those steps is part of the claim.

Specific performance and injunctions. When money is not enough, for example a contract for unique property or a confidentiality term being broken, a court can order a party to perform or to stop. In Rhode Island these remedies are sought in the Superior Court, because the District Court's civil jurisdiction excludes causes in equity (R.I. Gen. Laws § 8-8-3(a)(1)). In Massachusetts a claim for an injunction is filed in the Superior Court.

Interest. Rhode Island adds interest to a judgment at 12 percent per year from the date the cause of action accrued, unless the contract already provides for interest (R.I. Gen. Laws § 9-21-10(a)). Massachusetts adds interest at the contract rate, or otherwise at 12 percent per year from the date of the breach or demand (M.G.L. c. 231, § 6C).

Attorney's fees. Each side normally pays its own lawyer; the exceptions are narrow. A Rhode Island court may award a fee to the prevailing party in a contract action only if it finds a complete absence of a justiciable issue of law or fact raised by the losing party, or enters a default judgment (R.I. Gen. Laws § 9-1-45). A Massachusetts court may award fees after a separate finding that all or substantially all of a represented party's claims or defenses were wholly insubstantial, frivolous and not advanced in good faith (M.G.L. c. 231, § 6F). A fee clause in the contract can also shift fees.

Chapter 93A for Massachusetts business disputes. A business that loses money or property because of another business's unfair or deceptive act in trade or commerce may also claim under M.G.L. c. 93A, § 11, which allows two to three times actual damages for a willful or knowing violation plus attorney's fees and costs. The conduct must have occurred primarily and substantially in Massachusetts. Read our guide to Massachusetts business contract disputes and chapter 93A, section 11.

A complaint is an allegation, not a finding. The defense starts with the same document: what did the contract require, and did the other side perform first? Common defenses include:

Counterclaims. If the plaintiff also owes you money from the same transaction, that claim usually belongs in the same case as a counterclaim and can be lost if it is not raised. In Rhode Island small claims the court decides a counterclaim up to $2,500; a larger one takes the case out of the procedure (R.I. Gen. Laws § 10-16-9).

Notice and cure clauses. Many contracts require written notice of a breach and a period to fix it before the other side may terminate or sue. A termination that skips those steps can itself be a breach, which turns the plaintiff into a defendant. Check whether the notice went to the right address, by the required method, with the required cure period; see Rhode Island contract termination and the notice and cure clause.

Rhode Island. The District Court has exclusive original jurisdiction of civil actions at law up to $5,000 (R.I. Gen. Laws § 8-8-3(a)(1)). A money claim of $5,000 or less on a contract, retail sale, service or negotiable instrument may use the small claims procedure, which the plaintiff elects by waiving appeal (§ 10-16-1, § 10-16-2); see our Rhode Island small claims court guide. Larger claims, and any request for specific performance, an injunction or lien enforcement, go to the Superior Court. Providence County cases sit at the Garrahy Judicial Complex (District Court and small claims) and the Licht Judicial Complex (Superior Court).

Massachusetts. A contract claim of $7,000 or less may be brought as a small claim in the District Court or the Boston Municipal Court (M.G.L. c. 218, § 21); a plaintiff who chooses that procedure gives up a jury trial and an appeal (c. 218, § 23). Those courts also hear ordinary civil actions for money damages up to the procedural amount set by the Supreme Judicial Court, currently $50,000 (c. 218, § 19); larger claims and claims for equitable relief go to the Superior Court. Lisa DiLibero, Esq., who is admitted in Massachusetts, handles the firm's Massachusetts matters. See our guides to the Boston Municipal Court, Central Division and Bristol County Superior Court.

The sequence below is typical for a Rhode Island or Massachusetts contract case. Many cases end at the second or third step.

1. Review. We read the contract, the invoices and the messages, and check the limitations period and any notice, mediation, arbitration or forum clause.
2. Demand. A written demand states the breach, what is required and a deadline to respond. It creates a record, and a Massachusetts consumer claim under chapter 93A requires one at least 30 days before suit.
3. Complaint and answer. If the demand fails, we file in the right court. If you were served, we prepare your answer and any counterclaim; in the Rhode Island Superior Court the answer is due within 20 days after service (Super. R. Civ. P. 12(a)).
4. Discovery. Each side exchanges documents, answers written questions and gives deposition testimony. Contract cases are usually decided on the paper trail.
5. Motions and mediation. A motion can dispose of a claim that fails as a matter of law, and many cases settle at mediation once the documents are on the table.
6. Trial and judgment. If the case does not settle, a judge or jury decides it, and the judgment includes damages, interest and costs, which are then collected through post-judgment process.

A contractor, subcontractor or supplier who is not paid for work on Rhode Island property has a second remedy: a mechanics' lien against the building and the land (R.I. Gen. Laws § 34-28-1). The steps are strict. A notice of intention must be mailed by registered or certified mail, return receipt requested, and a copy filed in the land evidence records, before or within 200 days after the work or materials (§ 34-28-4). A complaint to enforce the lien, with a notice of lis pendens, must then be filed in the Superior Court within 40 days of recording the notice (§ 34-28-10). An owner can discharge the lien by depositing cash or a surety bond with the court (§ 34-28-17). Massachusetts has its own lien statute, M.G.L. c. 254. The forms, the deadlines and the owner's options are covered in our Rhode Island mechanics' lien guide.

The first consultation is free.