Commercial Contracts Disputes Solicitors

Commercial contract disputes, breach of contract and termination advice for businesses and individuals across England and Wales.

When a contract goes wrong, or you suspect the other side has breached their obligations, the uncertainty can be highly stressful. You may be worried about cashflow, reputation, delivery commitments, or whether you can safely terminate and move on.

At Jonathan Lea Network, our contract dispute solicitors, based in Sussex and London, advise on both business-to-business disputes and, where appropriate, business-to-consumer matters. We help SMEs, startups, larger corporates, investors and individuals resolve contract disputes in a structured, commercially focused and cost-effective way.

We guide you from the first signs of trouble, through negotiation and alternative dispute resolution (ADR), and where necessary into litigation and enforcement, always with a clear eye on risk, cost and your wider business objectives.

Call us on  (0)1444 708 640 or complete our online enquiry form for a free introductory call with a contract disputes solicitor.

What is a contract dispute and why does it happen?

A contract dispute arises when one or more parties disagree about what a contract requires, or allege that another party has failed to perform their obligations. Sometimes the issue is straightforward, such as non-payment. In other cases it concerns quality, timing, scope of work, or the right to terminate. Disputes can also arise over whether a contract exists at all, or over implied terms that were never expressly written down.

Contract disputes commonly involve:

• Supply of goods and services
  
• Consultancy and contractor agreements
  
• IT and software development or licensing contracts
  
• Franchise agreements and licences
  
• Distribution and agency agreements
  
• Shareholder, partnership or joint venture agreements
  
• Property-related and construction contracts
  

Most clients are less concerned with legal theory and more with practical questions such as:

• “Can I insist on performance or walk away?”
  
• “Do I have to keep working if they are not paying?”
  
• “Can I claim compensation and how is it calculated?”
  
• “How do I resolve this without destroying the relationship?”
  

Our role is to turn the legal framework into clear, realistic options you can act on.

Common causes of contract disputes

Typical triggers for contract disputes include:

• Unclear or ambiguous terms. Vague drafting around deliverables, timescales, quality standards or scope leaves room for honest disagreement. Parties can interpret the same wording very differently once something goes wrong.
  
• Non-performance or late performance. Delayed projects, incomplete deliverables or ongoing service failures give rise to arguments over whether the delays are excused, whether time was of the essence, and what rights each party has.
  
• Quality or specification issues. Disputes often centre on whether goods or services meet agreed specifications or industry standards. One party may see defects as minor and fixable, while the other regards them as fundamental.
  
• Payment and pricing disputes. Unpaid invoices, contested variations, unexpected price increases or disagreements about performance-based fees commonly lead to disagreement, especially where one side is under financial pressure.
  
• Scope creep and changes. Informal changes agreed in calls or emails can create a gap between the written contract and what is happening on the ground. That gap can become a source of dispute when performance or payment is challenged.
  
• Misrepresentation or pre-contract statements. Many disputes involve what was said before the contract was signed, for example about performance, capabilities, financial health or future plans. Allegations of misrepresentation can sit alongside, or instead of, pure breach of contract claims.
  

There are time limits (limitation periods) for bringing contractual claims, so it is important not to delay getting advice once a dispute emerges. For many contract claims in England and Wales, that period is six years from the date of breach, with longer periods for some claims under deeds.

Step 1: Initial assessment and strategic planning

Evaluating the dispute

A careful early assessment provides clarity, reduces risk and helps you avoid expensive missteps. When you first contact us, we will usually:

• Review the contract and supporting documents. We look at the written agreement, schedules, any later variations, key emails and messages, change orders and project documentation. In many disputes, the “contract” is a combination of what is written and how both sides have behaved.
  
• Identify the key issues in dispute. We clarify whether the main issues are breach, causation, quantum (the value of your claim), the right to terminate, or a combination. This allows us to focus on what will matter most if the dispute progresses.
  
• Understand the parties’ objectives and constraints. You may want to preserve a relationship, exit cleanly, keep a project alive, or recover losses and draw a line under the matter. The other side will have their own pressures. Acknowledging these realities helps us shape proposals that stand a real chance of being accepted.
  
• Assess risk, evidence and timescales. We look at the strength of your position, the availability of evidence, likely costs and any urgency, for example looming deadlines or limitation issues. For many contract claims in England and Wales, the limitation period is six years from the breach, but deeds and certain claims can have longer periods. Acting early gives you more options.
  

We also review any dispute resolution clauses in your contract. Some agreements require you to follow certain steps before litigation, such as meeting, mediation or arbitration. In addition, before issuing a claim, the court expects parties to follow any relevant pre-action protocol or the general Practice Direction on Pre-Action Conduct. We help you comply with these to avoid unnecessary cost risks.

Benefits of a thorough assessment

Investing time in the assessment stage helps you:

• Choose the right route, rather than defaulting to court. We help you weigh negotiation, mediation, expert determination, adjudication (for relevant construction matters), arbitration or litigation, bearing in mind any contractual requirements and court expectations.
  
• Avoid taking steps that backfire. Purporting to terminate without sufficient grounds, or stopping performance prematurely, can itself amount to breach. Understanding your rights beforehand reduces the risk of accidentally strengthening the other side’s position.
  
• Plan with the “end in mind”. By thinking early about what a good outcome looks like (for example, revised terms, staged payments or exit on agreed terms), you can measure every step against that goal instead of getting dragged into point-scoring.
  

Step 2: Negotiation and alternative dispute resolution (ADR)

How we support negotiation and mediation

Most clients would prefer to resolve contract disputes without a full trial if they can do so fairly. We support that preference with structured negotiation and ADR, not as a sign of weakness but as a strategic way to control cost and uncertainty. We typically:

• Develop a clear negotiation strategy. We help you decide what you want, what you can compromise on, and where your red lines lie. Having an agreed strategy means you are less likely to be pushed into unsuitable deals by pressure or fatigue.
  
• Manage communications and “without prejudice” discussions. We draft letters and emails that present your position clearly and firmly. Where appropriate, we conduct settlement discussions on a “without prejudice” basis, which generally keeps them out of court. Not everything marked “without prejudice” is automatically privileged, so we ensure your settlement communications are structured correctly to maximise protection.
  
• Represent you in mediation. In mediation, an independent mediator facilitates settlement discussions. We prepare your position paper, attend with you, and advise you as proposals are explored. Mediation is confidential, flexible, and often allows for solutions (such as re-scoping work or agreed handovers) that courts would not impose.
  
• Advise on arbitration and other ADR mechanisms. Many commercial contracts contain arbitration clauses or specify expert determination or adjudication. Arbitration decisions are usually binding and can be enforced in a similar way to court judgments, with most arbitrations seated in England and Wales governed by the Arbitration Act 1996. We explain how these processes work, their implications, and how best to prepare if they apply.
  

Courts increasingly expect parties to have considered ADR. Unreasonably refusing to mediate or explore settlement can lead to cost penalties, even if you “win” at trial. Using ADR properly therefore protects both your commercial interests and your costs position.

Common ADR scenarios

ADR can be particularly valuable where:

• You have an important ongoing relationship. For example, disputes with key suppliers, customers or strategic partners. Preserving the relationship on clearer terms can be more valuable than a one-off court victory.
  
• You are involved in long-term service or outsourcing contracts. Where performance has been mixed but both sides have gained something, a mediated adjustment of scope, pricing or timelines can be more realistic than tearing up the arrangement.
  
• You share ownership or control. In shareholder, partnership or joint venture contexts, walking away is not always simple. ADR can help explore options such as buy-outs, restructuring or revised governance in a confidential setting.
  

If ADR does not resolve matters, you may still proceed to litigation or arbitration, but you will generally do so with a sharper understanding of the issues and potential settlement range.

Step 3: When you need to go to court

When litigation becomes necessary

Litigation may become necessary where:

• There has been a serious or high-value breach that cannot reasonably be overlooked or fixed informally.
  
• The other party refuses to engage constructively in negotiation or ADR, or continually delays.
  
• You need urgent court relief, such as an injunction to stop ongoing harm or a freezing order to prevent dissipation of assets.
  

We help you decide if litigation is proportionate in light of likely outcomes, cost, enforcement prospects and the impact on your business.

Before issuing a claim, the court expects compliance with the relevant pre-action protocol or the general Practice Direction on Pre-Action Conduct. We guide you through this, setting out your case clearly, giving the other side a reasonable chance to respond, and protecting your costs position.

Strategies for litigation

If court proceedings are the right route, we will:

• Build a clear, focused case. We identify your strongest causes of action, organise documents, take witness statements and, where needed, instruct experts. A well-prepared case is easier for the court to follow and harder for opponents to undermine.
  
• Use procedure to your advantage. We ensure pleadings and evidence are properly drafted, deadlines are met, and interim applications (for example, for disclosure or security for costs) are considered where they may improve your position.
  
• Keep settlement in view. Even after proceedings start, we continue to explore settlement where appropriate. We advise on making and responding to Part 36 offers, which are formal offers with specific costs consequences if rejected. This helps you use the rules to apply constructive pressure and manage risk.
  
• Protect your position at and after trial. We work with experienced barristers where suitable, ensuring your case is put forward clearly at trial. If you succeed, we advise on enforcement. If the outcome is less favourable, we can discuss appeal options and steps to mitigate impact.
  

Litigation is not a first resort, but when it is necessary, a strategic, well-managed approach maximises your chances of a favourable outcome.

Key legal concepts in contract disputes

Important contractual terms that often lead to disputes

Certain types of clauses recur in many disputes:

• Indemnity clauses. These clauses can move significant risk from one party to another by requiring one side to compensate the other for specific losses. Disputes often arise over the scope of the indemnity and what losses are recoverable under it.
  
• Termination and notice provisions. Contracts usually set out when termination is allowed and how notice must be given. Problems arise when a party terminates without following the prescribed process, or where the parties disagree over whether a breach is serious enough to justify termination.
  
• Service levels and performance obligations. Service level agreements (SLAs), milestones and performance targets often become flashpoints when projects fall behind or systems underperform. The detail of how performance is measured and what remedies attach to failures is critical.
  
• Limitation and exclusion of liability. Clauses that cap or exclude liability for certain types of loss are frequently tested in disputes. Some limitations are subject to statutory controls, such as the Unfair Contract Terms Act 1977 and, for consumer-related contracts, the Consumer Rights Act 2015, especially where there is an imbalance in bargaining power.
  

Understanding these clauses in context helps you see your true risk and leverage in a dispute, and can influence both negotiation strategy and litigation prospects.

How legal expertise protects your interests

Legal advice adds value by:

• Interpreting complex contracts in context. We consider the whole agreement, relevant background and applicable legal principles, rather than isolated sentences. This can change how strong or weak a claim really is once tested.
  
• Distinguishing minor breach from serious or repudiatory breach. Not every breach entitles you to end the contract. We advise whether a breach is likely to be treated as minor (entitling you to damages only) or as serious or “repudiatory”, which can justify termination. Acting on the wrong assumption here can be extremely costly.
  
• Clarifying available remedies. We explain the main remedies the court can grant, including damages, specific performance, declarations and injunctions, and help you decide which to pursue. We also structure settlements so that they are enforceable and minimise the risk of follow-on disputes.
  
• Reducing future risk. Lessons from a dispute often highlight weaknesses in your standard contracts or processes. We can review and update your template agreements to reduce ambiguity, improve risk allocation and add clear dispute resolution clauses for the future.
  

Why choose Jonathan Lea Network for contract dispute resolution?

• Specialist commercial dispute experience. We regularly act in commercial contract disputes, including matters involving six- and seven-figure contract values. Our experience covers both County Court and High Court commercial claims, as well as ADR and arbitration.
  
• Structured, step-by-step guidance. From your first call onwards, we provide a clear roadmap. You will know the next step, why we recommend it, and what it is likely to cost. This reduces stress and gives you a sense of control, even where the dispute is complex.
  
• Support for clients of all sizes. We act for small businesses, startups, freelancers, larger corporates and investors. We can operate as your external commercial disputes team or work alongside your in-house lawyers and other advisers.
  
• Team-based, value-focused approach. You benefit from partner-level strategic input combined with efficient work by experienced solicitors. This ensures high-quality advice while keeping costs proportionate to what is at stake.
  
• Breadth across commercial disputes. Contract disputes rarely exist in isolation. We already advise on a wide range of commercial disputes, including debt recovery, partnership issues, shareholder disputes and professional negligence, so we can address connected issues holistically.
  

What to do now if you are facing a contract dispute

If you are worried about a contract dispute, suspect a breach, or have received a threatening letter or claim form, getting early advice can make a significant difference. It can widen your options, prevent costly mistakes and give you peace of mind.

To speak to a contract dispute solicitor at Jonathan Lea Network, call us on 01444 708 640 or complete our email us. We will usually respond within the next working day to arrange your free introductory call.

Your discussions with us are confidential and, once instructed, our legal advice will generally be protected by legal professional privilege.

We advise clients nationwide from our bases in Sussex and London and can meet by phone, video or in person, depending on what works best for you.