What Should I Do First If I Believe Another Business Breached Our Contract?

When you own or manage a business in Mississippi, your contracts are the backbone of your operations. You rely on suppliers to deliver goods on time, partners to honor agreements, and customers to pay what they owe. When another business breaks its promises, the impact can be immediate and stressful. Cash flow suffers, relationships are strained, work stops, and uncertainty grows about what to do next. Many business owners ask the same question at that point: what should I do first if I believe another business breached our contract?

I am Mississippi Business Dispute Attorney Jonathan Barrett of Barrett Law, PLLC. For decades, I have represented Mississippi businesses, business owners, and shareholders in serious contract and business dispute matters. My firm has helped clients recover losses arising from unpaid invoices, broken joint venture agreements, non-compete disputes, partnership breakdowns, and supply chain failures. My role is to protect what you worked hard to build, while giving you clear guidance grounded in Mississippi law.

This discussion explains what a suspected breach of contract means, the first steps business owners should take, what rights you may have under Mississippi law, and when it is time to involve an attorney. Whether your loss involves unpaid money, lost opportunities, missing goods, or interference with your business relationships, understanding your options early can dramatically affect the outcome.

Understanding What Counts as a Contract Breach in Mississippi

Before taking action, it is important to understand what a breach actually is. A breach of contract occurs when one party fails to perform as promised without a valid legal excuse. Under Mississippi contract law, a valid contract generally requires:

an offer
acceptance
consideration (something of value exchanged)
sufficiently definite terms
legal capacity of the parties

A breach may involve:

missing deadlines
failure to deliver goods or services
performing poorly or defectively
refusing to pay
terminating an agreement early without grounds
violating a non-compete or confidentiality provision

Some breaches are material, meaning they strike at the heart of the agreement. Others are minor, but still legally significant. Whether a breach is material affects your remedies, including whether you may terminate the contract or must continue performance while seeking damages.

Mississippi law is influenced heavily by general contract principles and, for the sale of goods, the Uniform Commercial Code codified under Mississippi Code Title 75, Chapter 2. Federal law may also apply in multi-state commercial transactions or where federal regulations control the subject matter.

Your First Step: Review the Contract Carefully

The very first thing you should do if you suspect a breach is review the actual contract. Do not rely on memory or informal conversations. Many disputes turn on language hidden in:

fine print
addendums
amendments
integration clauses
limitation of liability clauses
arbitration or mediation clauses
notice provisions

Important questions include:

Does the contract specify deadlines?
Does it include “time is of the essence” language?
Are certain remedies outlined or restricted?
Does the agreement require written notice of breach?
Is there a cure period allowing the other party to fix the problem?
Is litigation required to occur in a specific court or venue?

At Barrett Law, PLLC, our first task when advising a client is to read every page of the agreement. Many businesses unintentionally waive powerful rights by acting before reviewing the contract language.

Document Everything Immediately

Your second priority is to document the problem as clearly as possible. Courts and insurers respond to evidence, not assumptions.

Useful documentation includes:

written communications
emails and texts
billing records and invoices
delivery receipts
screenshots or digital records
internal memos
witness statements from employees or partners
photographs of defective work or materials

Create a timeline beginning with contract execution through present-day events. This becomes extremely valuable if litigation or settlement negotiations occur.

Avoid destroying or altering any records. Businesses can face penalties if courts believe evidence was intentionally lost.

Avoid Confrontational Communication

It is natural to feel frustrated when your business is damaged by another company’s actions. However, what you say next matters. Accusatory or emotional written messages can later be used against you.

Early communications should be:

professional
factual
short
non-threatening

At this stage, it is usually wise not to accuse the other party of fraud, bad faith, or criminal behavior unless your attorney advises it. Many cases are won or lost on communications sent before counsel becomes involved.

Determine Whether the Breach Caused Actual Damages

A legal breach case requires more than poor behavior. You must show damages. Damages may include:

unpaid amounts owed
lost profits
lost business opportunities
consequential losses
reliance damages
costs to obtain substitute performance
damage to reputation or goodwill (in some situations)

Mississippi courts may also award liquidated damages if the contract contains an enforceable clause setting predetermined damages. Punitive damages are rare in contract cases but may arise in fraud or bad-faith situations.

Barrett Law, PLLC routinely works with accountants and forensic financial professionals to calculate past, present, and future business losses.

Who Is Affected and Why This Matters

Breaches of contract affect many categories of Mississippi businesses, including:

small family businesses
closely-held corporations
franchise owners
independent contractors
construction companies
logistics and transportation businesses
medical practices
professional service firms
retail companies
real estate investors and developers

Common scenarios include:

vendors failing to deliver supplies
customers refusing payment
partners diverting clients or funds
competitors violating non-compete agreements
franchise disputes
manufacturer distribution disagreements

The impact goes beyond a single missed payment. Businesses may struggle to meet payroll, lose key customers, default on their own contracts, and face reputational harm. A broken contract can trigger a chain reaction affecting employees, families, and communities.

Barrett Law, PLLC represents these interests statewide, seeking compensation and court orders to stop ongoing harm when necessary.

Legal Obligations and Relevant Statutes

Mississippi business disputes are governed by contract law developed through case law and statutes.

Relevant sources include:

Mississippi Code Title 75 – Uniform Commercial Code
Governs sales of goods, warranties, and remedies such as “cover” and rejection of nonconforming goods.
Mississippi Code Title 15 – Limitations of Actions
Provides deadlines to file lawsuit claims. Many contract claims must be filed within specified limitation periods, and delay can permanently bar recovery.
Mississippi Business Corporation Act (Title 79)
Addresses shareholder disputes, breach of fiduciary duty issues, and corporate governance litigation.
Federal statutes and regulations
May apply in interstate contracts, transportation, intellectual property, or franchise matters.

Understanding statutes of limitation is critical. Businesses sometimes hesitate for months or years hoping a dispute will resolve itself. Unfortunately, by waiting too long they may lose the right to file suit altogether.

Practical Tips and Immediate Action Steps

If you believe another business breached your contract in Mississippi, consider the following steps:

Do not stop your own performance unless legally justified. Wrongful termination of performance can convert you into the breaching party.
Preserve all evidence. Create secure copies of financial and communication records.
Review notice requirements. Many contracts require written notice within a specific time period.
Avoid casual amendments. Do not change the agreement informally by text or handshake.
Evaluate business impact realistically. Decision-making should be grounded in documentation and numbers, not just frustration.
Contact an attorney promptly. Early legal advice often prevents greater losses and avoids procedural mistakes.

Barrett Law, PLLC assists clients at any stage, from early contract reviews to emergency injunctions to ongoing litigation.

How Barrett Law, PLLC Helps Mississippi Businesses

My firm represents plaintiffs in business disputes of all sizes. We pursue:

breach of contract lawsuits
non-compete and non-solicitation litigation
shareholder and partnership disputes
fraudulent inducement claims
breach of fiduciary duty claims
business tort actions
interference with business relations
UCC sales disputes
franchise litigation

We also advise many clients before they file suit, because sometimes a carefully drafted demand letter or structured negotiation resolves the matter without court intervention.

When litigation is required, Barrett Law, PLLC prepares cases thoroughly and seeks all available damages permitted under Mississippi law.

Frequently Asked Questions About Contract Breaches in Mississippi

What is the difference between a material breach and a minor breach?
A material breach is a serious failure that defeats the purpose of the contract, such as refusing to deliver goods entirely or not paying at all. A minor breach involves smaller failures, such as slight delays or insignificant defects. Material breaches often allow termination of the agreement and full damages, while minor breaches may only support partial damages. A Mississippi business dispute attorney can evaluate which category applies based on contract language and the actual impact on your business.

Do I need a written contract to bring a lawsuit?
Many Mississippi contracts are enforceable even if they were partly oral. However, the Statute of Frauds requires some agreements to be in writing, such as certain real estate contracts or contracts that cannot be performed within one year. Even where oral agreements are enforceable, proving their terms is more difficult. Written contracts provide clearer evidence, so gathering emails, text messages, and invoices becomes important when no formal document exists.

What damages can my business recover after a contract breach?
Depending on the terms of the contract and Mississippi law, recoverable damages may include unpaid amounts, lost profits, reliance losses, interest, and contractually agreed liquidated damages. In some situations, courts may also order specific performance, compelling a party to follow the contract terms. Attorneys evaluate both legal damages and economic consequences to determine the best recovery strategy.

What if the other business claims I breached first?
It is common for both sides to accuse the other. Mississippi contract cases often turn on timing, written notices, and performance history. If the other party alleges prior breach, your actions, emails, invoices, and delivery records become critical evidence. An attorney can assess risks, defenses, and comparative fault arguments to protect your position.

How long do I have to file a breach of contract lawsuit in Mississippi?
Deadlines vary depending on the type of contract and subject matter. Many written contract claims in Mississippi must be filed within a specific statutory period under Title 15, and UCC-based claims may have their own timetable. Missing these deadlines can permanently bar recovery, so it is important not to wait until the dispute becomes overwhelming before consulting legal counsel.

Can a business be sued for both breach of contract and fraud?
Yes, if the conduct involves misrepresentation or intentional deception in addition to contract violation. Fraud claims require proof of intent, reliance, and resulting damage. These claims can open the door to different categories of damages. A Mississippi business dispute attorney evaluates whether facts support additional claims beyond breach of contract.

What if my contract requires arbitration or mediation?
Many modern business agreements include mandatory arbitration or mediation provisions. Courts often enforce them. That means your dispute may not go directly to court but instead must be resolved through a private process. Even in arbitration, attorney representation is extremely important because rules of evidence, discovery, and damages still apply.

Can I stop another business from continuing harmful activity?
Yes, courts may issue injunctions or restraining orders to immediately stop ongoing breach activity, such as violating non-compete agreements or disclosing confidential information. These cases move quickly and require strong documentation. Barrett Law, PLLC routinely seeks emergency court orders to prevent further harm while the main case proceeds.

What if the business that breached my contract is located outside Mississippi?
Multi-state disputes can still be brought in Mississippi courts if jurisdiction and venue requirements are met. Contract clauses often identify which state’s law applies. Federal courts may also hear certain business disputes. Properly analyzing jurisdiction is a key early step and is something an experienced Mississippi business dispute attorney handles regularly.

Is it worth pursuing legal action for smaller disputes?
That decision depends on the amount in controversy, business relationship considerations, available evidence, and likelihood of collection. Some smaller cases are best resolved informally, while others set an important precedent that prevents future losses. Barrett Law, PLLC advises clients on both financial and strategic consequences so they can make informed decisions.

Has Your Business Suffered Financial Harm Due to a Business Dispute in Mississippi? Call Mississippi Non-Compete Agreement Attorney Jonathan Barrett 24/7/365 at (601) 790-1505 for Your FREE Consultation

If your business has been harmed because another company failed to honor its commitments, do not wait and hope the situation fixes itself. Early legal action can preserve evidence, prevent further losses, and protect your rights. Barrett Law, PLLC represents businesses across Mississippi in serious contract and business dispute litigation involving lost profits, unpaid accounts, non-compete violations, shareholder disputes, and complex commercial disagreements.

We will review your contract, assess damages, explain your legal options, and pursue the recovery you deserve.

Jonathan Barrett Fights for Mississippi Businesses – Call 24/7/365 at (601) 790-1505 to Receive Your FREE Consultation

Barrett Law, PLLC is proud to represent Mississippi businesses harmed by contract breaches and business disputes throughout the State of Mississippi, including but not limited to the Mississippi Gulf Coast, Jackson, Hattiesburg, Oxford, Tupelo, the Pine Belt, Central Mississippi, Southern Mississippi, and Northern Mississippi. Your business deserves committed legal advocacy backed by decades of practical litigation experience. We stand ready to help you protect what you have built and pursue full compensation for your losses.