California Breach of Contract Lawyers

Key Elements of a Valid Employment Contract

Contract law is complex, and the validity of an agreement often depends on the specific facts and context. The following information outlines general elements that are commonly required under California law. For guidance on your particular situation, it’s best to consult with a qualified attorney.

Under California law, several key elements must generally be present for a contract to be considered valid and enforceable. These elements also form the foundation of most breach of contract claims:

• Legal Capacity – All parties must be of legal age and sound mind. Individuals who are legally incapacitated—due to intoxication, mental condition, or other factors—may not be able to enter into enforceable agreements. Corporations or other entities must also have legal standing to contract.
• Offer and Acceptance – One party must make a clear offer, and the other must accept it, indicating a mutual intent to be bound. Attorneys can assist in drafting or reviewing these terms to ensure clarity and mutual understanding.
• Lawful Purpose – A contract must serve a lawful purpose. Agreements involving illegal conduct or activities are not enforceable under California law.
• Consideration – Both parties must exchange something of value, such as payment, goods, or services. A lawyer can help evaluate whether the consideration is clearly defined and legally sufficient.
• Obligations and Promises – Contracts outline each party’s responsibilities. These can be:
  • Absolute – Must be performed unconditionally
  • Conditional – Depending on an uncertain future event
  • Contingent – Linked to a likely future event

This content is intended for general informational purposes and should not be interpreted as legal advice. Every contract dispute is fact-specific, and it’s best to consult a qualified attorney about your particular situation. The attorneys at Colby Law Firm have experience handling employment-related legal issues, including disputes involving employment contracts.

Common Types of Contracts in California

Contract law can be complex, and understanding how it applies to your specific agreement is essential. The information below provides a general overview of common contract types recognized under California law — including oral, written, implied, and employment-related contracts. However, the facts of each case are essential to determining how the law applies. If you’re facing a contract dispute or have questions about a workplace agreement, it’s best to consult with a qualified employment attorney who can help you understand your rights and obligations in context.

Oral Contracts Vs. Written Contracts

Also called verbal contracts, oral agreements can be legally binding in California if they contain the key elements of a valid contract. While they may be more difficult to prove than written contracts, they may still be enforceable with credible testimony or other supporting evidence.

Verbal contracts are often more informal and flexible, allowing for quick agreements without documentation. Written contracts, on the other hand, provide clearer proof of terms—typically including the agreement’s scope, obligations, and signatures from both parties. They offer greater legal clarity and are generally easier to enforce in court.

Do Employment Contracts Need To Be in Writing? 

In California, not all employment agreements must be in writing to be enforceable, but having a written contract can help clarify expectations and reduce the risk of misunderstandings. Written agreements are especially useful in employment settings involving commission-based pay, executive or fixed-term roles, confidentiality or arbitration clauses, or negotiated severance packages. They can also offer clearer evidence of the terms both parties agreed to.

In California, most employment relationships are considered at-will—meaning they can be ended by either the employer or the employee at any time, with or without cause. However, when a written or implied agreement sets specific terms around job duties, compensation, or conditions for termination, those terms may override the at-will presumption and provide grounds for a breach of contract claim.

Because breach of contract claims depend on the specific terms of the agreement, it’s best to consult with an employment attorney if you believe your rights under a contract have been violated—or if you’re unsure whether an enforceable agreement exists.

Implied Contracts

In some cases, a legally enforceable contract may be implied—even without a written agreement. Implied contracts can arise from verbal exchanges, documents, or actions that suggest both parties intended to form a binding agreement.

Like oral contracts, implied agreements can be more difficult to prove in court. Enforceability depends on the specific facts of the situation and any supporting evidence that may point to a mutual understanding or shared intent.

If you believe your employer failed to honor the terms of an implied agreement, speaking with a qualified employment attorney may help you better understand your legal options.

General Contractor Agreements

General contractor agreements are common in industries like construction, consulting, and other professional services. These agreements are used to outline the terms of the working relationship between the contractor and the client.

They often include details such as the scope of services, timeline, payment structure, and clauses related to confidentiality, dispute resolution, or non-solicitation. The enforceability of specific provisions—such as non-solicitation clauses—can depend on the contract’s wording, the circumstances of the relationship, and how California law applies to the situation.

If you’re unsure how your contractor agreement may be interpreted, an employment attorney can help you better understand your rights and obligations.

Severance Packages

Severance packages outline the compensation or benefits an employee may receive if their job ends due to a layoff, restructuring, or other non-disciplinary reason. In California, severance is not required by law unless it is promised in an employment contract or employer policy.

The terms of a severance package can include pay, unused vacation time, health benefits, or other forms of compensation. Some agreements may also contain clauses about confidentiality, non-disparagement, or waiving the right to future legal claims. Because of this, severance packages should be reviewed carefully before signing.

If you’ve been offered a severance agreement—or believe your employer failed to honor the terms of one—it may be helpful to speak with an employment attorney. A lawyer can help you understand whether the agreement is enforceable and what legal options may be available if there’s a potential breach.

Signs That a Contract May Have Been Broken

A contract can be broken—or “breached”—when either side doesn’t follow the terms they agreed to. That means an employee or an employer could be responsible, depending on the situation.

Here are some common signs that an employer may have broken an employment contract. This list isn’t complete, but it can help you start to understand what to look for:

• You were let go even though your contract says you could only be fired for a specific reason
• You didn’t receive the pay, bonuses, or benefits promised in your contract
• Your job duties were changed without your agreement
• The employer didn’t provide agreed-upon working conditions (like location, hours, or support)
• Your contract included a severance agreement, but the terms weren’t honored
• The employer made changes to the contract without discussing or getting your approval

In some cases, an employee may also break a contract—for example, by quitting before the end of a fixed-term agreement or not following certain job expectations. But in all cases, whether a breach happened depends on the details of the contract and what actually occurred.

If you think your employer didn’t follow through on part of your agreement, talking to an employment lawyer can help you understand your rights and what steps you might take next.

What May Help Support a Breach of Contract Claim?

When pursuing a breach of contract claim, certain types of information may help support your position. What’s relevant will depend on the terms of the agreement and the specific facts involved. Below are some examples of information that may be helpful in evaluating or supporting a breach of contract claim, though this list is general in nature and not a substitute for legal advice.

• Documentation: Materials such as the contract itself, emails, letters, invoices, or other communications may help show what was agreed to and what occurred.
• Witness Accounts: Statements from coworkers, third parties, or experts with firsthand knowledge may provide helpful context or support your claim.
• Legal Basis (Cause of Action): Breach claims often require showing that one party failed to meet their contractual obligations in a way that caused harm.

Because employment law is complex and contract disputes can vary widely, it’s often helpful to consult an attorney before taking action. An attorney can help you assess whether a breach has occurred, identify what type of documentation may support your claim, and assist in preparing that information effectively.

Defending Against a Breach Claim in Executive or Contractor Roles

While most breach of contract claims in employment law involve employees taking action against an employer, there are situations where a worker may be accused of breaching an agreement. This is more likely to happen in roles involving formal contracts—such as independent contractors, consultants, or executives with fixed-term or negotiated agreements.

If you’re in this type of role and facing a breach of contract allegation, there may be defenses available depending on the facts of your case and the terms of your agreement. The following are general examples of legal defenses that may be raised, though not all will apply to every situation. For guidance tailored to your case, it’s best to consult with an employment attorney.

Possible Defenses

The defenses outlined below are examples of arguments that may be raised in response to a breach of contract claim. This section is intended to provide general information—not legal advice. Whether any of these defenses apply will depend on the details of your agreement and the specific facts of your situation.

Mistake (Unilateral or Mutual)

A breach of contract claim may be challenged if one or both parties misunderstood a key term of the agreement. A unilateral mistake occurs when only one party misinterprets an essential aspect of the contract. A mutual (or bilateral) mistake arises when both parties have different understandings about a central element of the agreement. In either situation, the misunderstanding may affect the enforceability of the contract depending on the specific circumstances.

Duress and Undue Influence

If a contract was signed under pressure or unfair influence, it may be possible to argue that the agreement is not enforceable. Duress involves threats or coercion that override a party’s free will, while undue influence occurs when one party uses a position of power to improperly sway the other’s decision. Courts may consider these factors when evaluating whether the agreement was entered into voluntarily.

Fraud and Misrepresentation

When a contract is signed based on false, misleading, or incomplete information, it may be challenged on the basis of fraud or misrepresentation. This could involve inaccurate statements about compensation, job responsibilities, or other material facts that influenced the decision to sign the agreement. Whether the false information was intentional or not, it may affect how the contract is interpreted or enforced.

How Breach of Contract Disputes Are Handled

Not every breach of contract case goes to court. In fact, many disputes are resolved through negotiation or alternative dispute resolution methods before a lawsuit is ever filed. The process will vary depending on the agreement, the nature of the breach, and how willing each side is to find a resolution.

In some cases, an employee, executive, or contractor may begin by consulting an attorney to better understand their legal options. If both parties are open to resolving the issue outside of court, they may explore solutions through direct negotiation, mediation, or arbitration. Mediation involves a neutral third party helping both sides reach a voluntary agreement, while arbitration is a more formal process where a neutral arbitrator makes a decision, sometimes binding depending on the contract.

If those options don’t resolve the matter, the case may proceed to litigation. That process can involve pre-trial steps like exchanging information (discovery), filing motions, and potentially a court trial where each side presents evidence.

Because contract disputes are fact-specific and can involve multiple steps, it’s a good idea to speak with an employment attorney early on to understand what options may apply in your situation.