Breach of Contract

With a population of just under 4,000 in the 2010 U.S. Census, the Village of Chester in New York is a quaint historical community. Since 2005 a developer has been trying to bring a new housing development to the Village. According to the developer, BT Holdings, this would mean new jobs, a tax windfall, and more housing for seniors, empty nesters, young couples, and families. But the development has been stalled for nearly ten years due to a zoning battle that has cost the developer $2.6 million pursuing approvals for the project .

Breach of ContractIn November 2014, the Village of Chester once again denied zoning for the development. After this last denial, BT Holdings filed a lawsuit against the village claiming a breach of contract. The attorney representing the village maintains that “[n]o breach had occurred because the village had signed no agreement with BT Holdings.”

The key issue in the case will be whether or not an agreement was reached between BT Holdings and the village regarding approval for the development. Although no written agreement was signed, the developer will try to prove there was an oral or implied agreement. While in some cases oral contracts are legally enforceable, they can be difficult to prove. It is highly recommended that anyone entering into a business transaction of any sort should have a written contract drafted and negotiated by a business attorney.

In any case involving a breach of contract that is proven, there are three main legal remedies that might apply: damages, rescission, and specific performance.


When a breach of contract takes place, it is possible for one party to seek compensation for financial harm or damages that may have occurred as a result of the breach. Damages typically may only be sought for definite losses, as future losses can be speculative and not easily determined. Examples of definite damages that may be claimed include actual out-of-pocket business expenses, legal expenses, and lost wages or revenues related to the breach of contract.


When a court determines that rescission is the appropriate remedy for a breach of contract, the original contract is rescinded. If the contract is canceled, the law will serve to return the non-breaching party to their original position as if the contract never existed. This may result in the return of compensation paid by the non-breaching party.

Specific Performance

In some cases, a court will require that certain duties required under the contract be performed by the breaching party. While not applicable in all cases, specific performance may apply where monetary damages for a breach are inadequate to completely restore the party seeking to enforce the contract. One example in which specific performance might be required includes the sale of real property for an agreed-upon price.

When a dispute arises involving a contractual agreement, it is best to seek legal support from an experienced business litigation attorney. The attorneys of Brownstein & Nguyen will meet with you and determine if a breach of contract has occurred, and advise you regarding your legal rights and the best course of action to take. Our Atlanta business lawyers have a proven track record of reaching the best possible results in contract dispute situations. Contact Brownstein & Nguyen for your legal business needs.