Complaint for Breach of Purchase Agreement

Generates a filing-ready complaint alleging breach of a real property purchase agreement with jurisdiction-specific formatting and element-driven pleading.

Prerequisites

Collect before drafting:

Executed purchase agreement — all addenda, amendments, exhibits
Party details — full legal names, entity types, formation states, registered agents, addresses
Breach documentation — correspondence, notices, cure demands, performance timeline
Damages evidence — closing costs, market values, mitigation expenses, consequential losses
Court/jurisdiction — target court, local rules, formatting requirements

Workflow

1. Caption

Include court name (division/department), blank case number, full party names with entity designations, and title "COMPLAINT FOR BREACH OF PURCHASE AGREEMENT." Format per local rules.

2. Jurisdiction & Venue

State subject-matter jurisdiction basis (amount in controversy or statutory grant)
Address any forum-selection or choice-of-law clauses in the agreement
Tie venue to property location, contract execution location, or defendant's residence/principal place of business
Cite jurisdictional statute (long-arm if applicable)

3. Parties

Allege for each party: full legal name, address, entity type and formation state (if applicable), role in the agreement (buyer/seller/assignee), and any DBAs. For entity defendants, include registered agent.

4. Factual Allegations

Structure as numbered paragraphs in chronological order:

Formation — execution date, property (address, APN, legal description), price, payment terms
Material terms — contingencies, closing date, inspection periods, financing, special provisions
Plaintiff's performance — obligations met, payments made, conditions satisfied (dates and amounts)
Defendant's breach — specific unperformed obligations, breach date, notice given, cure opportunity
Post-breach — communications, failed cure, mitigation efforts

Quote exact contract language for breached provisions. Use specific dates, amounts, and document references.

5. Cause of Action

Plead each element with cross-references to factual paragraphs:

| Element | Allegation | |---|---| | Valid contract | Mutual assent, consideration, capacity, lawful object | | Plaintiff's performance | Conditions precedent performed or excused | | Defendant's breach | Specific provisions violated, manner of breach | | Causation | Breach directly and proximately caused damages | | Damages | Categories and amounts |

Cite the governing state's elements standard [VERIFY citation for target jurisdiction].

6. Damages

| Category | Calculation | |---|---| | Direct/expectation | Contract price vs. market value differential | | Consequential | Foreseeable losses at time of contracting | | Incidental | Inspection fees, appraisals, interim housing, storage | | Mitigation costs | Actual expenses of reasonable mitigation |

Check for liquidated damages clauses or damage caps in the agreement
If earnest money at issue, state amount and current holder
Use specific amounts or "according to proof at trial" per local practice

7. Prayer for Relief

Request each applicable remedy:

Compensatory damages (stated amount or according to proof)
Specific performance (if property unique and money damages inadequate)
Pre- and post-judgment interest at statutory rate
Attorney's fees — cite contract fee-shifting clause or statute
Costs of suit
Catch-all: "such other relief as the court deems just and proper"

Note: some jurisdictions require ad damnum amounts; others prohibit them. Conform to local rules.

8. Verification & Signature

Verification under penalty of perjury by plaintiff or authorized representative [VERIFY: notarization vs. unsworn declaration for target state]
Signature block: attorney name, bar number, firm, address, phone, email, party represented

Pitfalls

Fraud creep — do NOT allege fraud elements unless specifically instructed; keep the theory clean contract breach
Settlement references — do NOT include settlement communications or FRE 408 / state-equivalent protected material
Entity defendants — verify active status with Secretary of State before naming
Doe defendants — include only if jurisdiction permits
Jury demand — include in complaint if desired; some jurisdictions require it at this stage
Exhibits — attach the purchase agreement and key correspondence; reference by exhibit letter
E-filing — confirm format, size, and naming requirements before submission