Since the law of contracts is at the heart of most business dealings, it is one of the three or four most significant areas of legal concern and can involve variations on circumstances and complexities. The existence of a contract requires finding the following factual elements: a) an offer; b) an acceptance of that offer which results in a meeting of the minds; c) a promise to perform; d) a valuable consideration (which can be a promise or payment in some form. Contracts can be either written or oral, but oral contracts are more difficult to prove and in most jurisdictions the time to sue on the contract is shorter.
If one party to a contract wishes to complain that the other has failed to perform or has misperformed, he can assert that the non-performing or misperforming party has committed a breach of the contract. A breach is said to occur when one party to a contract fails or refuses without proper excuse to perform a “material” term or condition of the contract in a satisfactory or timely manner. If an aggrieved party prevails on a claim for breach of contract, his remedies are limited ordinarily to monetary damages, which is to say, money recompense. The ordinary measure of monetary damages is such amount of money as is necessary to place the aggrieved party in the position in which he would have been, had the offending party timely performed the contract in proper manner.