Business contracts, claims and defenses
A commercial contract dispute may concern a customer or supplier agreement, a services contract, an asset purchase, a sale of ownership interests or another business relationship. MJB Law represents parties seeking to enforce an agreement and parties accused of breaching one.
The agreement is the starting point. We examine what each party promised, what actually happened and which obligations remain disputed. Our business and commercial litigation practice also addresses related ownership, financial and business-fraud claims when the facts support them.
What supports a Minnesota breach-of-contract claim?
A contract claim starts with an enforceable agreement, satisfaction of any conditions required before demanding the other party's performance, and a failure to perform a contractual obligation without a legal excuse. The Minnesota Supreme Court describes these principles in Lyon Financial Services, Inc. v. Illinois Paper & Copier Co., 848 N.W.2d 539 (Minn. 2014).
The analysis identifies the actual promise, the evidence of breach and the connection between the breach and any claimed loss. We review agreements, incorporated terms, amendments, purchase orders, invoices and communications. The same record may support a defense that an asserted obligation was never agreed to, was not yet due or was changed by a later agreement.
Payment, performance and termination disputes
A missed payment can be the beginning of a larger dispute over incomplete work, delivery, acceptance, pricing or offsets. We evaluate the amount claimed against the agreement, the performance record and any defenses or counterclaims.
Before sending a termination notice or suspending performance, the contract's notice, cure and dispute-resolution provisions need attention. We review the sequence of obligations and help clients assess a demand, preserve their position and respond to an alleged default.
Some agreements also involve distinct industry requirements. Our related practices address construction contract disputes and commercial real estate contract disputes.
Contract disputes after a business sale or ownership change
Disagreements following a business transaction may involve purchase-price adjustments, seller payments, earnouts, representations, indemnification or post-closing obligations. An owner's departure can also create disputes over which agreements govern and which rights survive.
We read the transaction documents together and compare the agreed obligations with the closing record and subsequent conduct. For matters involving retained equity, compensation or ownership exits, see our business ownership and compensation disputes practice.
Contract terms, remedies and litigation costs
The agreement may address liability limits, specified damages, indemnification, attorney fees, arbitration, venue and governing law. Those provisions need to be read together and evaluated under the applicable law. We examine both the basis for a demand and the evidence supporting the amount claimed.
The strategy also accounts for the cost of pursuing or defending the case, the effect on ongoing operations and the other party's ability to satisfy a judgment. When a party seeks an injunction or another court order affecting ongoing performance, we separately assess the governing standard and the immediate harm asserted.
Published contract litigation experience: Chadco
James Magnuson represented Chadco of Duluth in the district court and the published appeal in First & First, LLC v. Chadco of Duluth, LLC, 999 N.W.2d 553 (Minn. App. 2023). The dispute concerned the proposed purchase of Duluth's Spirit Valley Mall.
The Minnesota Court of Appeals affirmed denial of the purchaser's request for a temporary injunction blocking cancellation of the purchase agreement. The decision required the purchaser to demonstrate irreparable harm; that harm was not presumed merely because the dispute involved real estate.
Results depend on the facts and law of each matter.
Attorneys for business contract disputes
Matthew Bialick handles business and commercial litigation, banking disputes, fraud and asset recovery. His work combines analysis of contractual obligations with the financial record and the client's business objectives.
James Magnuson handles commercial litigation, contract disputes and business ownership conflicts. His experience includes trial and appellate representation and ongoing counsel to contractors, developers and other businesses.
Business contract dispute questions
Can the other party's breach excuse my company's performance?
A claimed breach does not by itself answer whether your company can withhold payment, stop work or terminate. That assessment depends on the obligation breached, the agreement's terms, applicable law and any required notice or opportunity to cure. We evaluate those issues before recommending a response.
How long do I have to bring a Minnesota contract claim?
Many Minnesota contract claims fall under the six-year period in Minn. Stat. § 541.05, subd. 1(1). Contracts for the sale of goods generally fall under the four-year rule in Minn. Stat. § 336.2-725, which permits certain shorter contractual periods. The applicable deadline depends on the claim, accrual rules and any exceptions. Notice, cure and other contractual deadlines may arise much sooner.
Does a business contract dispute have to go to trial?
No. A dispute may be resolved through negotiation, mediation or a court ruling before trial. Arbitration may apply if required by an enforceable agreement or separately agreed to by the parties. We assess the available process alongside the evidence, the amount at stake and the client's objectives.
What should I have available for an initial discussion?
Useful materials include the agreement and amendments, relevant orders and invoices, payment records, key communications and a short chronology. Identify any default or termination notice, court papers and approaching deadlines. Contact the firm first to arrange a conflict check and an appropriate way to share documents.
For questions about unsigned agreements, unpaid invoices, stopping performance, and lost profits, explore the contracts section of our Minnesota business litigation guide.
Discuss a business contract dispute
Contact MJB Law about a disputed commercial agreement, payment demand or alleged breach. Explain the business relationship, the amount or obligation in dispute and any approaching deadline.