Understanding Breach of Contract in Tennessee: What Counts and What Doesn’t

Mark Scruggs

Protecting Your Rights When Agreements Break Down

Contracts form the backbone of countless business and personal agreements in Tennessee—construction projects, service contracts, vendor deals, real estate transactions, and more. But when one party fails to uphold their end of the deal, things can unravel quickly.

Not every broken promise is legally actionable, and not every dispute qualifies as a breach under Tennessee law. Whether you're a homeowner, contractor, business owner, or professional dealing with a contract gone wrong, understanding the legal threshold for breach of contract is essential.

As a contract dispute lawyer with over 43 years of litigation experience, I’ve helped clients across Middle Tennessee resolve contract issues through negotiation, litigation, and trial. Here’s what you need to know—and what actually counts as a breach in Tennessee.

What Legally Constitutes a Breach of Contract?

In Tennessee, a breach of contract occurs when one party fails to perform a material term or obligation under a valid and enforceable agreement. To pursue a breach of contract claim in court, you typically must show:

  • A legally valid contract existed (written or oral in some cases)
  • You fulfilled your obligations or were excused from performing
  • The other party failed to perform their contractual duties
  • You suffered damages as a result

It’s not enough to feel slighted or frustrated. There must be a clear failure to deliver on agreed-upon terms—whether it's not paying for services, not delivering goods on time, or walking away from a project.

Common Types of Contract Disputes in Tennessee

While breach of contract cases occur in many industries, I often represent clients in the following areas:

Construction Contract Disputes

Homeowners and contractors frequently face disputes over delays, nonpayment, poor workmanship, or change order issues. Tennessee’s construction laws and lien rights add another layer of complexity—making it crucial to have an attorney who understands both the contract and the industry.

Business-to-Business Contracts

From supplier and vendor agreements to partnership splits, business disputes often involve nuanced contract terms and high-dollar stakes. I help clients enforce their rights while aiming to preserve business relationships when possible.

Professional Services Contracts

When expectations aren’t met—whether due to missed deadlines, budget overages, or scope changes—these disputes require a careful review of the original agreement, emails, invoices, and communications.

Material vs. Minor Breaches: Does It Matter?

Absolutely. Under Tennessee law, only a material breach gives the non-breaching party the right to terminate the contract and sue for damages. A material breach is one that defeats the purpose of the contract or causes significant harm.

For example, if a contractor completely walks off the job halfway through a remodel, that’s a material breach. But if they finished two days late with no major consequences, a court may view that as minor—still frustrating, but not enough to warrant legal action.

Understanding the difference often requires a careful legal evaluation.

How Damages Work in Contract Cases

Tennessee law allows for several types of damages in breach of contract cases, including:

  • Compensatory damages(to make you whole financially)
  • Consequential damages(for losses caused by the breach)
  • Liquidated damages(if outlined in the contract)
  • In rare cases, specific performance may be ordered if money alone can’t fix the issue

One key part of your claim is proving the breach caused your losses. That’s where legal guidance becomes critical.

Why Legal Counsel Matters in Contract Disputes

Contract law in Tennessee isn’t always straightforward—especially when the contract terms are vague, multiple parties are involved, or the project is already underway. Attempting to resolve disputes on your own can lead to missteps, missed deadlines, or even a countersuit.

I represent clients across Middle Tennessee, including Nashville, Franklin, Murfreesboro, and surrounding areas, in both straightforward and complex contract disputes. I understand Tennessee’s contract laws, court procedures, and how to build a strong legal case when agreements go sideways.

Get Help from a Tennessee Contract Dispute Lawyer

If you're involved in a breach of contract issue—especially in the construction, business, or professional services space—let’s talk. I’ll review your agreement, explain your rights, and help you understand what options you have to recover losses or defend against claims.

📞 Call 615‑419‑6154 today for your free consultation.