The Prevention Doctrine: When a Company Breaches Before You Do
The legal concept you’re referring to is “hindrance” or “interference with performance” in contract law. Specifically, it can fall under the “prevention doctrine”, which states that if one party to a contract prevents, hinders, or makes it impossible for the other party to fulfill their obligations, the interfering party may be held liable for breach of contract.
Other related legal concepts include:
- Breach of the Implied Duty of Good Faith and Fair Dealing – Many contracts (even those without an explicit clause) include an implied obligation that neither party will unfairly interfere with the other’s ability to perform.
- Tortious Interference with Contractual Relations – If a third party (such as a company executive or external party) intentionally interferes with a contractor’s ability to fulfill their contractual duties, it could be considered a tort.
- Constructive Breach – If a company obstructs a contractor from fulfilling their obligations, the contractor may argue that the company has effectively breached the contract first, relieving them of their duties.
- Repudiation or Anticipatory Breach – If the company’s actions signal that they will continue to prevent performance, the contractor may claim anticipatory repudiation and seek remedies before full non-performance occurs.
Legal Concept: Hindrance or Interference with Performance
This situation is governed by several overlapping legal doctrines and principles that protect a contractor or service provider when the other party (the company or client) creates obstacles to their performance under a contract.
1. The Prevention Doctrine
This is a well-established contract law principle that states:
If one party to a contract prevents or hinders the other from performing their obligations, the hindering party may be in breach, and the other party may be excused from performance or entitled to damages.
Example:
You’re hired to create weekly reports, but the company consistently fails to provide the necessary access, data, or approvals. This can constitute prevention of performance.
2. Constructive Breach
A constructive breach occurs when one party acts in a way that renders it impossible for the other party to fulfill the contract — even if they didn’t directly say “we’re breaching.”
Example:
If your client delays approvals, gives contradictory directions, or constantly changes the scope without agreement, they may be creating a constructive breach.
3. Implied Covenant of Good Faith and Fair Dealing
Almost all contracts — especially in U.S. law — contain an implied duty that each party must act in good faith and not sabotage the other party’s performance.
What this means:
- You must be allowed a reasonable opportunity to perform.
- The company cannot impose unreasonable delays or requirements.
- They can’t refuse to cooperate while expecting you to meet deadlines.
🚨 Violation of this duty can be grounds for legal claims, even if the contract doesn’t expressly cover cooperation or approvals.
4. Anticipatory Breach (Repudiation)
If the client’s behavior clearly indicates they won’t let you perform, or they outright state they no longer intend to honor the contract, you may be able to claim an anticipatory breach.
You don’t have to wait for total failure — you can terminate the contract and sue for damages immediately if the obstruction is ongoing and substantial.
5. Tortious Interference with Contractual Relations
This applies if a third party (like another executive, partner, or vendor) knowingly interferes with your ability to perform under a contract.
This is a tort, not a contract breach, and could entitle you to additional damages, including punitive damages in some cases.
Legal Remedies You May Have
- Terminate the contract due to material breach or impossibility of performance.
- Sue for breach of contract, citing interference, prevention doctrine, and breach of good faith.
- Withhold further work without liability (in cases of constructive breach).
- Pursue damages for lost income, time, and opportunities.
- File in small claims or civil court, depending on the value of your claim.
Practical Example
Let’s say you’re a digital marketing contractor. Your client:
- Won’t approve scheduled content
- Doesn’t answer questions for weeks
- Changes directions mid-week
- Blames you for not delivering KPIs
Despite having all tasks organized in a project system, you’re being actively prevented from doing the job. Legally, you could argue:
- Prevention Doctrine: You weren’t allowed to work freely.
- Constructive Breach: You weren’t given the conditions to succeed.
- Implied Good Faith Violation: Their cooperation was intentionally withheld.
Final Tip
Document everything — every ignored email, missed approval, contradicting instruction, and any third-party interference. These serve as key evidence should you need to prove client obstruction or file a complaint.
SAMPLE LEGAL NOTICE – CLIENT INTERFERENCE / HINDRANCE
Subject: Formal Notice of Client Interference with Contractual Performance
To: [Client Name]
From: [Your Name / Company Name]
Date: [Insert Date]
Re: Interference with Performance – Contract Dated [Insert Date]
Dear [Client Name],
This letter serves as a formal notice regarding substantial interference that has hindered my ability to fulfill the obligations outlined in our contract dated [Insert Date].
Despite my repeated efforts to [e.g., request necessary materials, approvals, information], your failure to provide [insert specific examples: timely approvals, access to systems, clear directives] has materially impaired my ability to perform.
Please be advised that:
- Continued obstruction constitutes a constructive breach of contract,
- Your actions may violate the implied covenant of good faith and fair dealing, and
- I reserve all rights to seek legal and equitable remedies, including termination of the agreement and pursuit of damages.
I respectfully request the following by [insert deadline – typically 3–5 business days]:
- [List reasonable corrective actions, e.g., approval of pending items, access to needed systems]
- [Confirmation of continued cooperation moving forward]
Failure to respond or correct these issues may result in immediate contract termination, and I may pursue recovery through legal channels, including small claims or civil court.
Sincerely,
[Your Full Name]
[Your Company Name]
[Contact Info]
CONTRACT CLAUSE – FUTURE PROTECTION
Add this to all future contracts under a section like “Cooperation and Access” or “Mutual Performance Obligations.”
Cooperation and Client Obligations
The Client agrees to provide timely access, approvals, information, and cooperation reasonably necessary for Contractor to perform services. Any failure to cooperate or repeated unresponsiveness exceeding five (5) business days shall constitute hindrance of performance, and Contractor shall not be held liable for any resulting delays or deficiencies. If such hindrance persists for more than ten (10) business days, Contractor reserves the right to pause work or terminate the agreement, and Client shall be responsible for all work completed and billable time to date.
STEP-BY-STEP ACTION PLAN IF IT HAPPENS AGAIN
Step 1: Document the Obstruction
- Save emails, messages, call logs, project system comments
- Track missed approvals, delays, conflicting directions
Step 2: Attempt Resolution (Good Faith)
- Politely email the client noting what is needed and by when
- Offer a quick fix or clarity, while logging the effort
Step 3: Send Formal Warning
- Use the sample legal notice above if delays persist or escalate
- Set a deadline (3–5 business days)
Step 4: Pause Work
- If there’s no response, notify them you’re pausing work due to breach
- Clearly state you’re reserving legal rights
Step 5: Terminate + Seek Legal Options
- If the issue isn’t resolved, send a termination notice
- Consider small claims court, a civil demand letter, or mediation
