Broken Promises

Someone gave you their word and did not keep it. That is a bad day, and it is where a lot of our cases start. But before you spend any money doing something about it, understand that “a broken promise” is not one legal problem. It covers a dozen different kinds of case, and the kind you happen to have is what decides who you can sue and what you can realistically get out of them. It also decides how long you have to act, and some of those deadlines are a lot shorter than people expect.

Most people never stop to sort that out. They know they got wronged and they want to get to the part where the other side pays for it, which is fair. The catch is that the same set of facts can be a plain contract case, or a fraud case worth a good deal more than the contract case, or a matter that quietly ran out of time last year while everybody was still being polite. Figuring out which one you actually have is the first real job, and it is what this page is for.

Two things that hold true no matter which one you have

We will say these once and then get to the sorting.

Try to settle it yourself first. One honest attempt, before a lawyer is anywhere in the picture. It is cheaper, and the conversation is never quite this easy again once it turns into a legal matter. But if you have already decided it is going to take a lawyer, then do not sit on it. The party who waits is usually the one who ends up defending a lawsuit in some county they have never set foot in, while the other side picks the ground. We go through both of these in full, with the reasoning, over on the breach of contract page. The short version is what our clients have heard from us for years. Do not wait, and do not hand the other side time to circle the wagons while you think it over.

Same wrong, a different lawsuit each time

Here are nine versions of what feels, from where you are sitting, like the same complaint. They are not the same lawsuit. Two or three of them are not even against the same person.

They agreed to something and then did not do it. The ordinary case, and the one people tend to underrate. It does not always take a signed contract, and the fight is almost never about whether a deal existed. It is about who actually held up their end, and what the other side’s failure cost you.

The promise was a lie when they made it. A different animal. If they never meant to perform, or told you something untrue to pull you into the deal, what you may have is a fraud claim rather than a contract claim, or both riding together. Fraud is harder to prove and worth more when you prove it, which is the reason to spot it at the start rather than in year two.

It came from a partner or a co-owner. Promises between owners are not arm’s-length promises, and the law does not treat them that way. Often the story arrives in the same order. The distributions stop. Then the books stop being available. Then the partner stops returning calls.

They took the goods or the work and never paid. Whether this is a lawsuit or a collection file turns on one question. Are they actually disputing that they owe it, or are they just not paying? Those two go down different roads, and it helps to know which road you are on before you file.

It was construction work. This one runs on its own statute and its own calendar, with deadlines measured in months instead of years. We keep it on a separate site because there is far too much of it to fit here, and because missing one of those dates costs you leverage that is very hard to win back.

It was in a lease. Commercial landlord and tenant promises carry their own rules and their own remedies, and they are not the rules that govern the rest of this list.

They promised not to compete, or not to take your people. These move right away or they stop mattering. If a former employee is somewhere out there today working a customer list they walked out with, the call worth making this week is about a restraining order, not a lawsuit you file next quarter.

Somebody guaranteed it, or signed a note for it. A guaranty or a promissory note changes who you can collect from and how fast you can get to a judgment. Sometimes it is the most valuable piece of paper in the whole file.

It was made while buying or selling a business. Earnouts that never got paid. Post-closing adjustments nobody can agree on. Representations that turned out to be wrong once you had the keys.

Where a lot of these end up

Worth knowing the back half of the story before you start. Winning gets you a judgment, and a judgment by itself is just a piece of paper. Collecting on it is separate work with its own body of law. And the people who break promises are very often the same people who start quietly moving money the day they can see a judgment coming. Both of those are a great deal easier to handle if you were watching for them at the start of the case instead of the end.

If you are on this page because someone broke their word to you, the useful next step is a short conversation about which of those nine you are actually in. That is usually not a hard question for us to answer, and the answer changes what you ought to be doing about it this month.

Frequently Asked Questions

How do I tell whether this is a contract case, a fraud case, or a collections matter?

It comes down to a handful of facts you can probably give us in five minutes. Did they just fail to do what they agreed to, or was the promise a lie when they made it? Are they fighting the debt, or simply not paying it? Is a partner or a lease or a construction job in the mix? Answers like those point to different kinds of case, and plenty of clients turn out to have more than one. It is the first thing we work out on a call.

Is a broken promise the same thing as fraud?

No, and this is probably the most useful distinction on the page. Breach means they did not do what they agreed to do. Fraud means the promise was untrue at the moment they made it. Fraud carries a heavier burden of proof, but it also opens up recovery beyond what you lost, so it is worth having someone look at that question early rather than after the case is framed.

The person who broke the promise was my business partner. Is that different?

Yes, and materially so. Promises between co-owners carry duties that strangers doing a deal never owe each other, which changes both what you can claim and what you can demand to see. A partner freezing you out and hiding the books is a very different case from a vendor who missed a delivery, and it usually needs to move faster.

They promised to pay and simply have not. Lawsuit, or collections?

Depends on whether they are actually contesting that they owe it. If there is a real dispute about the debt, that is a lawsuit. If they owe it and are just not paying, that is a collections matter and a different playbook, one built around getting to a judgment and then actually collecting on it. Some files start as one and turn into the other.

What if they just do not have the money?

Ask that before you file, not after you win. Sometimes the honest answer is that there is nothing there, and a lawsuit is an expensive way to confirm it. Sometimes the answer is that there is plenty there and it has been moved, which is a whole different lawsuit against a different set of people.

Some of these say “lawsuit” and some say “lien” or “collections.” Why does the label matter so much?

Because the label controls two things that can decide the whole case. The first is how long you have. A construction claim can run out in a matter of months, long before a plain contract claim would even get close to its deadline. The second is what you can actually recover. Prove fraud instead of ordinary breach and you reach money a contract claim never touches, and if someone guaranteed the deal you may be able to collect from a person who never broke a promise at all. Miss the characterization and you can run a perfect case and still lose it on a deadline, or win it and leave your best remedy sitting on the table.

I think I have several of these at once. Do I file a stack of separate lawsuits?

Usually not. Related claims that grow out of the same set of facts generally travel together in one case, handled by the same team, instead of getting filed as separate matters in separate courts. Working out which claims are worth pleading and which only look good on paper is part of the early work, and it is one of the more important calls in the case.

What if they sued me first?

Then your clock is a lot shorter than any of the deadlines above. A written answer is due on a fixed date, and missing that date is how default judgments happen to people who assumed they had time.