Enforcing a
contract.

By Jonathan Kleiman, Barrister & Solicitor · Published May 2026

Step 1 — Confirm you have a valid, enforceable contract

Before pursuing enforcement, make sure you actually have a legally binding contract. Under Ontario law, a valid contract requires five elements:

1. Offer — one party proposed specific terms
2. Acceptance — the other party agreed to those terms
3. Consideration — each side gave something of value (money, services, goods, a promise)
4. Capacity — both parties were legally capable of entering into the agreement (of legal age, of sound mind, not under duress)
5. Legality — the contract's purpose is lawful

Contracts do not have to be in writing to be enforceable in Ontario. Verbal agreements are valid — though they are harder to prove. If your agreement was never put in writing, gather every piece of supporting evidence you have: emails, text messages, invoices, payment records, and witness accounts.

Step 2 — Identify the breach

A breach of contract occurs when one party fails to perform their obligations under the agreement. The breach might be obvious — a vendor never delivered the goods — or it might be subtler, such as delivering late, delivering defective work, or failing to meet a specific contractual standard.

Document the breach thoroughly. Write down exactly what obligation was broken, when it happened, and what evidence supports your position. Collect contracts, correspondence, invoices, payment records, photos, and anything else that proves the other party failed to hold up their end of the deal.

Step 3 — Review the contract terms

Before taking any action, read the contract carefully. Look for clauses that affect how you can enforce it:

• Dispute resolution clause — does the contract require mediation or arbitration before litigation?
• Notice requirements — must you give formal notice of the breach before taking further steps? Is there a required method of delivery (registered mail, email)?
• Limitation of liability — does the contract cap the damages you can recover?
• Indemnification — does either party have a right to be indemnified for losses?
• Governing law and jurisdiction — does the contract specify Ontario law and Ontario courts?

These clauses matter. Ignoring a mandatory mediation clause, for example, can result in a court dismissing or staying your claim. A contract dispute lawyer can review the agreement and advise on the correct procedure.

Step 4 — Send a demand letter

A demand letter is typically the first formal step. It puts the breaching party on notice, sets out what they did wrong, states the remedy you are seeking (usually payment or performance), and gives them a deadline to respond — typically 10 to 15 business days.

A demand letter from a lawyer carries significantly more weight than a personal letter. It signals that you have retained counsel, that your claim has been professionally assessed, and that you are prepared to litigate. Many contract disputes settle at this stage.

Step 5 — Negotiate

Many disputes resolve through direct negotiation after a demand letter is received. The other party may offer a settlement, propose a payment plan, or agree to complete the work they failed to deliver. Negotiation is faster, cheaper, and less adversarial than litigation — and it keeps control in the parties' hands rather than leaving the outcome to a judge.

If you reach an agreement, put it in writing immediately. A verbal settlement can lead to further disputes down the road. A contract lawyer can draft a settlement agreement that protects your interests.

Step 6 — Mediation

If negotiation stalls, mediation is a cost-effective next step. A neutral mediator helps both parties work toward a resolution. Mediation is voluntary and non-binding — neither side is forced to accept a particular outcome. But mediation resolves a high percentage of disputes because it gives both parties an opportunity to be heard and to explore creative solutions that a court cannot order.

Some contracts require mediation before litigation. Even if yours does not, courts in Ontario look favourably on parties who attempted mediation before filing a claim.

Step 7 — Litigation

If negotiation and mediation fail, litigation is the next step. In Ontario, you have two options:

• Small Claims Court — for claims up to $50,000. The process is faster, less formal, and less expensive than Superior Court. Filing fees are lower, the rules of evidence are relaxed, and many parties represent themselves. See the full guide to suing in Small Claims Court.
• Superior Court of Justice — for claims over $50,000 or where you need equitable remedies (specific performance, injunctions). Superior Court proceedings are more complex, take longer, and require strict compliance with the Rules of Civil Procedure.

A lawyer is not legally required in Small Claims Court, but representation significantly improves outcomes — especially for contested claims, counterclaims, and settlement conferences.

Step 8 — Limitation periods

Under the Limitations Act, 2002, you have two years from the date you discovered (or ought to have discovered) the breach to commence a legal proceeding. After two years, your claim is statute-barred — meaning the court will dismiss it regardless of its merits.

There is also an ultimate limitation period of 15 years from the act or omission that caused the claim, regardless of when you discovered it. Do not delay — if you suspect a breach of contract, consult a lawyer promptly to ensure you preserve your right to sue.

Step 9 — Remedies available for breach of contract

If you succeed in your claim, the court can award several types of remedies:

• Expectation damages — monetary compensation to put you in the position you would have been in had the contract been performed. This is the most common remedy.
• Reliance damages — compensation for expenses you incurred in reliance on the contract.
• Consequential damages — losses that flow from the breach and were reasonably foreseeable at the time the contract was formed (for example, lost profits).
• Specific performance — a court order requiring the breaching party to perform their obligations under the contract. Typically reserved for unique goods or real estate transactions where damages are inadequate.
• Injunctions — a court order preventing the breaching party from taking a specific action (for example, enforcing a non-compete clause).

The type and amount of damages depend on the nature of the breach, the terms of the contract, and the evidence you present. A breach of contract lawyer can assess the value of your claim before you decide whether to proceed.

Step 10 — When to hire a lawyer

You are not legally required to hire a lawyer to enforce a contract in Ontario. But a lawyer adds meaningful value at every stage:

• Reviewing the contract to identify enforceable obligations and potential defences
• Drafting a demand letter that gets results
• Assessing the strength of your claim and the likely damages
• Negotiating a settlement that protects your interests
• Representing you in Small Claims Court or Superior Court

The earlier you involve a lawyer, the stronger your position. Many contract disputes resolve at the demand letter stage — and never require a court appearance.

Frequently asked questions

How do I enforce a contract in Ontario?

Start by confirming you have a valid contract and documenting the breach. Send a demand letter, negotiate, mediate, or litigate in Small Claims Court (up to $50,000) or Superior Court for larger amounts. A lawyer can assess your options and recommend the best approach.

What is the limitation period for a breach of contract in Ontario?

Two years from when you knew or ought to have known about the breach, under the Limitations Act, 2002. After two years your claim is statute-barred and you lose the right to sue.

Can I sue for breach of contract in Small Claims Court?

Yes, for claims up to $50,000. Small Claims Court is faster and less expensive than Superior Court, with simplified procedures and lower filing fees. See the guide to suing in Small Claims Court for more details.

What damages can I recover for breach of contract?

Expectation damages to put you in the position you would have been in had the contract been performed, plus consequential damages if they were foreseeable at the time the contract was formed. In rare cases, the court may order specific performance (requiring the other party to fulfil the contract) or an injunction (preventing certain conduct).

Do I need a lawyer to enforce a contract?

Not legally required, but a lawyer strengthens your position — especially for drafting demand letters, assessing the strength of your claim, and navigating litigation. A contract dispute lawyer can also identify issues in the contract that affect your rights.

Talk to a Toronto business lawyer

Call 416-554-1639 or book a free consultation.