Cal. Civ. Proc. Code §§ 337, 339; CACI No. 303
Breach of contract in California — and the common counts filed alongside it
A claim in California superior courts · Last verified August 26, 2026
Breach of contract is the most-filed civil claim in California, and most of the volume is not what people picture. It is debt collection — a credit card issuer or a debt buyer suing on an unpaid balance, pleading breach of contract and common counts in the same complaint.
Two features of California law shape the claim more than anything in the contract itself. The deadline depends on whether the agreement was written or spoken — four years against two. And a one-sided attorney fee clause becomes mutual by statute, so a consumer who wins can recover fees under a clause drafted to protect only the company.
What the claim is
Someone promised you something in an enforceable agreement and did not deliver.
The claim covers written, oral, and implied-in-fact contracts — an implied-in-fact contract being one the parties' conduct shows they made, even though nobody wrote it down or said it aloud.
What you are asking for is the benefit of your bargain: the position you would have been in had the contract been performed.
Where the right comes from
Common law, with the deadlines set by statute. The elements are stated in the Judicial Council's official jury instruction, CACI No. 303.
What a plaintiff has to prove — CACI No. 303
- The plaintiff and defendant entered into a contract.
- The plaintiff did all, or substantially all, of the significant things the contract required — or was excused from doing them.
- All conditions required for the defendant's performance had occurred, or were excused or waived.
- The defendant failed to do something the contract required, or did something it prohibited.
- The plaintiff was harmed.
- The defendant's breach was a substantial factor in causing that harm.
No heightened pleading applies, but the material terms must be pleaded — set out verbatim, by attaching the contract, or by pleading its legal effect.
The common counts filed alongside it
Nearly every debt-collection complaint pleads breach of contract and one or more common counts. They are not separate substantive claims. They are general-pleading forms for recovering a sum of money, and they rise or fall on the same underlying obligation.
- Open book account — CACI No. 372. Requires an account kept in a reasonably permanent form. Four years, under CCP § 337(b).
- Account stated — CACI No. 373. The parties agreed on a balance owed.
- Money had and received — CACI No. 370. Lies wherever one person holds money that in justice belongs to another.
- Quantum meruit — CACI No. 371. The reasonable value of services rendered at the defendant's request and for its benefit.
A common count is not a way to plead unjust enrichment as a freestanding claim. More on that below.
How long you have to file
The deadline turns on the form of the agreement, and this is where claims are lost:
| Contract type | Period | Section |
|---|---|---|
| Written | 4 years | CCP § 337 |
| Oral | 2 years | CCP § 339 |
| Implied-in-fact | 2 years — treated as oral | CCP § 339 |
| Open book account | 4 years | CCP § 337 |
The claim accrues on breach, not on discovery. The delayed discovery rule applies where the breach was inherently undiscoverable. And continuous accrual applies to installment or severable obligations — each missed payment starts its own clock, so an old contract can still support a claim on recent breaches.
What has to happen before you file
Nothing, in the ordinary case between private parties.
Two exceptions, and the second is severe:
A contractual condition precedent. The parties' own agreement may require notice, a cure period, or mediation before suit. That is a contractual condition, not a statutory gate — it exists only because the document says so, and its consequences are governed by the contract.
Suing a public entity — the Government Claims Act. If your defendant is a city, county, school district, or the State, you must present a written claim first. For a contract claim the period is one year from accrual. Present it late and Gov. Code § 945.4 bars the action.
Character: a condition precedent to suit — and the California Supreme Court has held that timely presentation is something the plaintiff must plead and prove, not merely a defense the entity raises.
The trap is the mismatch: you can be comfortably inside the four-year contract deadline and still lose because the one-year claim deadline ran. They are different clocks measuring different things.
Who can be sued — and who cannot
Parties to the contract, and intended third-party beneficiaries.
Not an agent who signed for a disclosed principal. Someone who signs "as CEO" for a named company does not become personally liable on the contract.
Common defenses
Failure of consideration. Statute of frauds, where the agreement had to be in writing. Prior material breach by the plaintiff. Waiver. Mutual mistake. Illegality.
The statute of limitations — an affirmative defense the defendant must plead.
The economic loss rule, which blocks bolt-on tort claims where the loss is purely economic and no independent duty was breached.
What the claim pays
Expectation damages — the benefit of the bargain. Consequential damages where they were foreseeable when the contract was made. Specific performance where the subject matter is unique, which in practice means real property.
No punitive damages for breach of contract. Civ. Code § 3294 requires a tort, and a broken promise is not one. That rule is why plaintiffs work so hard to plead fraud alongside contract.
Emotional distress damages are generally unavailable in an ordinary commercial contract case.
Attorney's fees — and California is unusual here. Under Civ. Code § 1717, a contractual fee clause is made reciprocal. If the agreement says the company recovers its fees when it wins, the consumer recovers fees when they win, even though the clause names only the company. That reciprocity is a genuine feature of California practice with no federal analogue, and it changes the economics of defending a small contract case.
Jury trial: yes for damages. Equitable relief such as specific performance is tried to the court.
What people get wrong
"Breach of the implied covenant is a separate claim worth separate damages." Outside insurance, no. A claim that merely restates the breach adds nothing and is routinely stricken.
"I'll sue for unjust enrichment." Unjust enrichment is not a cause of action in California. It is a restitutionary theory. Plead quasi-contract, restitution, or a common count instead.
"Declaratory relief is a claim." It is a remedy.
"An oral contract gives me four years." Two.
"A handshake deal isn't enforceable." Often it is — it just carries the shorter deadline and the harder proof problem.
"The fee clause only protects them." Not after § 1717.
Where it came from
California contract law is common law overlaid with a code. The written-versus-oral distinction in the limitations statutes dates to the original 1872 Code of Civil Procedure and has outlasted almost everything around it.
Section 1717 is the distinctly Californian intervention. The Legislature enacted it because one-sided fee clauses in consumer and commercial form contracts made it economically irrational to defend a claim, however meritless. Making the clause mutual by operation of law rebalanced that, and it is now a first consideration in any California contract dispute with a fee provision.
Common questions
How long do I have to sue for breach of contract in California?
Four years for a written contract under CCP § 337, and two years for an oral or implied-in-fact contract under CCP § 339. The clock runs from the breach.
What are common counts and why are they in my complaint?
They are general-pleading forms — open book account, account stated, money had and received, quantum meruit — for recovering a sum of money. Debt collectors plead them alongside breach of contract because they can succeed on a simpler evidentiary showing. They are not separate substantive claims.
Can I get punitive damages for a broken contract?
No. Civil Code § 3294 requires oppression, fraud, or malice — a tort. That is why fraud is so often pleaded alongside a contract claim.
The contract says only the other side gets attorney's fees. Am I stuck?
No. Civil Code § 1717 makes a one-sided fee clause reciprocal, so a prevailing party recovers fees even where the clause names only the opponent.
I'm suing a city over a contract. Is there anything I have to do first?
Yes, and it is easy to miss. You must present a written claim to the public entity, generally within one year for a contract claim, before you can sue. Timely presentation is something you must plead and prove, and missing it bars the action even if you are still inside the four-year limitations period.