The other side broke the agreement, missed a payment, failed to deliver, walked away, or ignored the terms. A legal notice drafted by an advocate demands they perform, remedy the breach, or compensate you, and it is often what resolves the matter before court. Drafted on the Indian Contract Act with the exact clauses breached. Fixed fee from ₹2,999.
Share the contract, tell us which terms were breached and what it has cost you. An advocate will review the agreement, identify the exact clauses breached, confirm your remedies, and draft a notice that demands performance or compensation and sets up your case if it escalates.
Every business runs on contracts, with clients, vendors, employees, partners, and landlords. When one party fails to do what they agreed, misses a payment, does not deliver, delivers late or defective work, or simply walks away, that is a breach of contract, and Indian law gives the wronged party enforceable remedies. But those remedies rarely arrive on their own. The first step, and often the only one needed, is a formal legal notice.
A legal notice for breach of contract is a written demand, sent by an advocate, that sets out the contract, identifies the exact terms breached, explains the loss caused, and demands that the other side perform their obligations, remedy the breach, or pay compensation, within a stated deadline, before you escalate to a civil suit. It puts the breach on record, cites the law and the specific clauses, and signals that you are prepared to litigate. In a large share of cases, that is enough to bring performance or a settlement.
This page explains what a breach of contract is, the types of breach, the remedies the law gives you, including a point most pages get wrong about specific performance after the 2018 reform, what the notice must contain, a free sample format, and how we draft and serve it. To understand where this fits in the wider process, see our pillar guide on what a legal notice is. If you would rather begin, send us the contract and an advocate will review it free.
A breach occurs when a party, without lawful excuse, fails to perform an obligation the contract requires. That can take several forms, and identifying which one applies shapes your remedy and the wording of the notice.
The party fails to perform when performance is due, non-payment on the due date, non-delivery of goods, failure to complete work. The most common form.
Before performance is even due, the party makes clear, by words or conduct, that they will not perform. Under Section 39 of the Indian Contract Act, 1872, this repudiation lets the other party treat the contract as broken at once and act, without waiting for the due date to pass.
A breach serious enough to defeat the purpose of the contract, going to its root. It entitles the wronged party not only to damages but often to treat the contract as terminated and refuse further performance.
A less serious failure that does not defeat the contract’s purpose. The wronged party can claim damages for the loss caused but generally must still perform their own side.
Indian contract law, principally the Indian Contract Act, 1872 and the Specific Relief Act, 1963, gives the injured party a set of remedies. A well-drafted notice states which you intend to pursue.
Section 73 entitles you to compensation for the loss or damage naturally arising from the breach. Section 74 deals with a sum named in the contract as payable on breach (liquidated damages) or a penalty, entitling you to reasonable compensation up to that amount without having to prove the exact loss. A notice quantifies what you claim and on what basis.
This is where many pages are out of date. Following the Specific Relief (Amendment) Act, 2018 (in force from 1 October 2018), specific performance, a court order compelling the breaching party to actually perform the contract, is no longer an exceptional, discretionary remedy. It is now a general rule: the court “shall” enforce specific performance, subject only to the limited exceptions in Sections 11(2), 14, and 16 of the Act. The Supreme Court confirmed this shift in B. Santoshamma v. D. Sarala (2020). For contracts where damages are not an adequate substitute, this is a powerful lever, and citing the current position, not the old “discretionary” rule, is part of what makes a notice credible.
The 2018 amendment also introduced substituted performance: after giving 30 days’ written notice, the injured party can get the work done by a third party or themselves, and recover the cost from the party who breached. A properly drafted legal notice can serve as that statutory notice.
A court order restraining the other party from doing something that would breach the contract, useful for negative covenants such as non-compete or confidentiality obligations.
In appropriate cases you can treat the contract as cancelled and seek restoration to the position you were in before it, returning what was received on each side.
Below is a verified sample format so you can see what a breach of contract notice contains. It is a general template for educational use, not legal advice, a real notice must be tailored to your contract, the exact clauses breached, and the remedy you seek, and is far more effective on an advocate’s letterhead. If you want it drafted and served properly, send us the contract.
By Registered Post A.D. / Speed Post & Email
Date: _______________
To,
[Full name of the breaching party]
[Complete address / registered office]
Subject: Legal notice for breach of the agreement dated [date] and demand for performance / compensation.
Sir/Madam,
1. Under instructions from and on behalf of my client, [your full name], resident of / carrying on business at [address], I address you as follows.
2. That my client and you entered into a [name of contract, e.g. service agreement / supply agreement] dated [date] (“the Agreement”), under which you were obliged to [state the specific obligation, e.g. deliver X by Y date / pay ₹__ by __ / perform __].
3. That in breach of clause [__] of the Agreement, you have failed to [state precisely what was not done], despite my client duly performing [his/her/its] obligations under the Agreement.
4. That as a direct consequence of your breach, my client has suffered loss and damage, particularised as [state loss, e.g. amount unpaid / cost of substitute performance / business loss], amounting to ₹[amount].
5. That your conduct constitutes a breach of contract actionable under Section 73 of the Indian Contract Act, 1872, entitling my client to compensation, and to such further remedies as specific performance, substituted performance, or injunction as may be available in law.
6. I, therefore, call upon you, within [15 / 30] days of receipt of this notice, to:
(a) remedy the said breach by [performing the obligation / making payment of ₹__]; and/or
(b) pay my client a sum of ₹[amount] towards compensation for the loss caused.
7. That should you fail to comply within the said period, my client shall be constrained to initiate appropriate civil proceedings against you for recovery, damages, specific performance, and/or injunction, entirely at your risk as to cost and consequences, without further notice.
8. A copy of this notice is retained in my office for record and further legal action.
[Advocate’s name]
Advocate
Enrolment No. [Bar Council enrolment number]
[Address, contact]
Note: the contract, the clause breached, the loss, and the remedy sought must all be set to your facts. Where you may want substituted performance under Section 20, the 30-day period matters. A precise, lawyer-drafted notice carries far more weight than a generic one.
From reading the contract to serving the notice with proof, and support if it escalates.
We review the contract and the facts, confirm there is a genuine, actionable breach, and advise honestly on the strength of your position and the right remedy.
We identify the exact clauses breached, the obligations, the timelines, and any notice, cure, or dispute-resolution provisions the contract itself requires you to follow.
We quantify your loss, unpaid sums, cost of substitute performance, consequential loss, plus any liquidated damages the contract provides, with a clear computation.
An advocate drafts a notice stating the facts, citing the breached clauses and the law, setting the demand and a clear deadline, and naming the remedies you will pursue.
We serve on the correct address by registered post A.D. or speed post, and by email, retaining every receipt and tracking record as proof of service.
We handle the reply, negotiate settlement, and if the deadline passes unmet, advise on a civil suit for damages, specific performance, or injunction.
Any contractual pre-conditions, a notice-and-cure clause, or an arbitration or jurisdiction clause, must be respected, and we check the contract for these before sending, because ignoring them can weaken your position.
A strong notice anticipates the breaching party’s likely defences. Knowing them is part of assessing your case honestly before you send.
They may argue they did perform, or that performance was prevented by your own breach, or by a condition not being met.
They may claim performance became impossible due to an event beyond their control, under a force majeure clause or the doctrine of frustration under Section 56. Whether this holds depends on the clause and the facts.
If you did not perform your side, they may argue you cannot enforce theirs. This is why the notice affirms that your client performed their obligations.
If you claim a large liquidated-damages sum, they may argue it is a penalty. Under Section 74, a court awards reasonable compensation up to the named amount, so the claim is framed accordingly.
A client or customer who signed and then refused or failed to pay. See our guide on what to do when someone refuses to pay after signing.
A vendor who did not deliver goods or services, or delivered late or defective work.
A party failing to meet the scope, quality, or timelines the agreement sets.
Violation of restrictive covenants, non-compete, non-solicit, confidentiality, or of the terms of a founders’ or shareholders’ agreement.
A party failing to honour the terms of a sale, lease, or licence.
Everything around drafting, breach, and recovery.
Our complete pillar guide.
Our core notice service.
Recover money you are owed.
Unpaid invoices, salary, rent, MSME.
The mandatory Section 138 notice.
Get the contract right from the start.
Know the risks before you sign.
The concept explained in depth.
Strategy before you go to court.
Prakhar Rai | Founder and Advocate
This guide is authored and reviewed by Prakhar Rai, a practising advocate enrolled with the Bar Council of India and the founder of My Legal Pal. He is an alumnus of the National Law School of India University (NLSIU), Bangalore, and holds a Master of Business Laws, with a practice centred on contracts and commercial disputes.
Our breach of contract notices are drafted by Bar Council-enrolled advocates who read the contract closely, cite the current law accurately, including the post-2018 position on specific performance, and are built to secure performance or compensation, and to position you to win if the matter reaches court.
A well-drafted breach of contract notice often secures performance or compensation without litigation, and sets up a strong case if it goes further. Fixed fee from ₹2,999, drafted and served within 24 to 48 hours by advocates who actually read your contract.
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