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Kevin O'Flaherty

When one part fails to fulfill the terms of an agreement, considered a breach of contract in Iowa, these laws are governed by the Iowa Uniform Commercial Code and the common law of contracts.

A contract could be breached in various ways, including failing to pay money owed, failing to deliver goods as promised, or failing to perform agreed-upon services. The non-breaching party could be entitled to compensatory damages, punitive damages, and attorney's fees.

A breach of contract case can be complex and may require the assistance of an experienced attorney. A skilled Iowa contract attorney can help the non-breaching party gather and present evidence, negotiate a resolution or pursue legal remedies in court.

The contracts for the sale of goods are governed by the Uniform Commercial Code in Iowa. The UCC requires the contract to be in writing if the goods solder is worth $500 or more. It may be more challenging to prove the terms of the agreement if the contract is not in writing.

Under Iowa law, the parties to a contract have a responsibility to act in good faith. This means they must act honestly and fairly towards each other and not take advantage of each other. For more general information on Iowa contract law read our article, Iowa Contract Law - What You Should Know Before Signing.

What is a Minor Breach of Contract?

A minor breach of contract occurs if a portion of the contract is incomplete in terms of the agreement that does not fundamentally undermine the contract's overall purpose. A minor breach of contract can also be referred to as a "partial breach" or "immaterial breach."  

For instance, if a contractor agrees to complete a construction project within six months but finishes the project within seven months instead, this would be considered a minor breach of contract. Due to the delay in services, the non-breaching contract may be entitled to damages for any additional costs because of the delay, such as additional rental fees for equipment or extra labor costs. Notably, the non-breaching party would still be required to pay the contractor for their services.

Whether a breach of contract is considered minor or material is often a matter of interpretation and can be the subject of legal dispute. A minor breach may also become a material breach if it is not addressed promptly or leads to further contract breaches.

Two people reviewing a written contract

What is a Major Breach of Contract?

A significant or material breach of contract is when there is a failure to execute essential or necessary parts of a contract that impacts the heart of the agreement. Significant damages or even contract termination can happen due to a material breach of a contract in Iowa.

The specific circumstances and the resulting harm to the non-breaching party will affect the amount of damages awarded.

In Iowa, examples of a material breach of contract can include:

• Failure to deliver goods or services as promised

• Failure to pay for goods or services as agreed

• Breach of a confidentiality or non-disclosure agreement

• Breach of a non-compete agreement

• Failure to meet project milestones or deadlines

• Providing defective goods or services

• Violation of regulatory requirements

What is an Anticipatory Breach of Contract?

When a party declares that they will not fulfill their end of contractual obligations in the future, that is considered an anticipatory breach of contract or anticipatory repudiation. The key here is that the party indicates that they will only fulfill their obligations under the contract after the performance is due.

Examples of actions that may constitute an anticipatory breach of contract include:

• Refusing to communicate or cooperate with the other party

• Failing to meet critical deadlines or milestones

• Attempting to modify the terms of the contract without agreement from the other party

• Making statements that suggest they do not intend to fulfill their obligations

It is crucial to note that not all breaches of contract will be considered anticipatory. The statement or action by the breaching party must clearly indicate an intent not to perform. If the breach is less precise, the non-breaching party may need to wait until the performance is due to take legal action for a breach of contract.

What is Needed for Proof of Breach of Contract?

The following must be shown to prove a breach of contract in Iowa:

Existence of a valid contract: A valid contract must be shown by the non-breaching party that includes an offer, acceptance, consideration, and the intent to create a legal relationship.

Performance of obligations: The non-breaching party has the duty to show that they have performed their obligations under the contract or were willing and able to do so.

Breach of contract: It must be demonstrated that the breaching party failed to perform their responsibilities under the contract. The non-breaching party can show this if the other party did not perform their obligations at all, did not perform them on time, or did not follow the terms of the contract.  

Damages: It must be illustrated that the non-breaching party suffered damages due to the breach of contract. This can be things like lost profits or consequential damages such as lost opportunities.

The following can be used as evidence to support the breach of contract claim:

The Written Contract

The primary source of evidence in a breach of contract case is the contract itself. The contract should clearly define any deadlines, performance metrics, obligations, and agreement terms.

Communications Between the Parties

Emails or letters may be used as evidence of communications between the parties relating to the contract.  


Witnesses who can vouch for the terms of the agreement or the parties' actions may also be called upon to provide evidence.

Expert Testimony

Expert testimony can be used to establish the scope of the damages suffered by the non-breaching party.

What Legal Remedies are Available in a Breach of Contract Case?

In a breach of contract case in Iowa, several legal remedies are available to the non-breaching party. The most common remedy for a breach of contract is the award of damages. Many types of damages can be awarded in a breach of contract case.

1. Compensatory damages: These are damages planned to compensate the non-breaching party for the actual losses they suffered as an outcome of the breach. They may include direct damages, such as lost profits, consequential damages, such as lost opportunities, or other indirect costs.

2. Punitive damages: Sometimes, the court may award punitive damages, which are meant to penalize the breaching party for their actions and prevent future breaches of the agreement. These damages are just awarded when the breach was outright or deliberate.

3. Liquidated damages: If the agreement includes a provision for liquidated damages, the non-breaching party may be entitled to a fixed amount of damages as defined in the contract.

4. Specific performance: Sometimes, the non-breaching party might look for a court order requiring the breaching party to fulfill their responsibilities under the contract. This remedy is generally just offered in cases where the non-breaching party can't be appropriately compensated through monetary damages.

5. Rescission and restitution: If the breach is so substantial that it nullifies the entire agreement, the non-breaching party may look to have the agreement rescinded, and any benefits the breaching party gets returned.

6. Reformation: If the agreement's content is ambiguous or insufficient, the non-breaching party might seek to fix the agreement to clarify or finish the terms.

Disclaimer: The information provided on this blog is intended for general informational purposes only and should not be construed as legal advice on any subject matter. This information is not intended to create, and receipt or viewing does not constitute an attorney-client relationship. Each individual's legal needs are unique, and these materials may not be applicable to your legal situation. Always seek the advice of a competent attorney with any questions you may have regarding a legal issue. Do not disregard professional legal advice or delay in seeking it because of something you have read on this blog.

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