Notice of Breach of Contract (Ghana)
Notice of Breach of Contract
NOTICE OF BREACH OF CONTRACT Issued pursuant to the Contracts Act 1960 (Act 25), Section 62
Date: [Notice Date] FROM: [Sender Name] [Sender Address] TO: [Recipient Name] [Recipient Address]
1. Contract
This Notice refers to the [Contract Title] entered into between [Sender Name] and [Recipient Name] on [Contract Date] (the "Contract").
2. Breach
On [Breach Date], the following breach of the Contract occurred: [Breach Description]
The breach constitutes a material breach of the Contract. Statutory basis: [Statutory Basis]
3. Remedy Demanded
[Sender Name] demands the following remedy: [Remedy Demanded]
The defaulting party must comply with the demand set out in clause 3.1 by [Cure Deadline] (the "Cure Deadline").
4. Consequences of Non-Compliance
If the defaulting party fails to comply with this Notice by the Cure Deadline, [Sender Name] reserves the right to: (a) treat the Contract as terminated by reason of repudiatory breach; (b) claim damages under Section 62 of the Contracts Act 1960 (Act 25) for all losses arising from the breach; and (c) pursue legal proceedings before the [Dispute Resolution Forum].
All rights and remedies of [Sender Name] under the Contract and under the laws of Ghana are expressly reserved. The giving of this Notice does not constitute a waiver of any breach or a variation of the Contract.
Signature
Issued by [Sender Name] on [Notice Date].
Sender (Innocent Party)
________________
Signature
What Is a Notice of Breach of Contract (Ghana)?
A Notice of Breach of Contract in Ghana sets out the grounds, deadline and required response for the matter it raises.
Ghana operates a common law legal system inherited from British colonial administration, and the courts of Ghana — including the High Court (Commercial Division) in Accra, the Court of Appeal, and the Supreme Court — apply both statutory and common law principles to contract disputes. The Commercial Court of the High Court in Accra, established under the Courts Act 1993 (Act 459) and the High Court (Civil Procedure) Rules 2004 (CI 47), has jurisdiction over all commercial contract disputes in Ghana, including disputes arising from breach of contracts governed by the Contracts Act 1960 (Act 25).
A Notice of Breach of Contract in Ghana serves three important legal functions. First, it puts the defaulting party on formal notice that a breach has occurred and is not waived, preventing the innocent party from being taken to have accepted or affirmed the contract in its breached state. Second, it gives the defaulting party an opportunity to cure the breach within the notice period, which may reduce the quantum of damages ultimately claimed. Third, it creates an evidentiary record that the innocent party acted promptly and reasonably, which is relevant to the innocent party's duty to mitigate loss under the Contracts Act 1960 (Act 25) and the rules of equity recognised by the courts of Ghana.
The Electronic Transactions Act 2008 (Act 772) recognises the legal validity of electronic notices in Ghana. For high-value commercial contracts, service by recorded delivery post or by a process server is preferable to establish proof of delivery.
A Notice of Breach of Contract (Ghana) must be distinguished from a termination notice. The Notice of Breach gives the defaulting party an opportunity to remedy the situation before the innocent party elects to accept the repudiation and bring the contract to an end. Termination following a repudiatory breach requires a separate, unequivocal communication that the innocent party has accepted the repudiation and the contract is at an end. The sequence matters for the calculation of damages under Section 62 of the Contracts Act 1960 (Act 25), because damages are assessed by reference to the date of termination rather than the date of the initial breach in cases of anticipatory repudiation.
When Do You Need a Notice of Breach of Contract (Ghana)?
The Notice of Breach of Contract in Ghana is needed whenever a contracting party has failed to perform a material obligation under the contract and the innocent party wishes to preserve its legal rights and demand remedy.
The Notice of Breach of Contract is required when a supplier of goods or services under a commercial contract governed by the Contracts Act 1960 (Act 25) fails to deliver goods on the agreed date or delivers goods that do not conform to the contractual specification, and the buyer needs to put the supplier formally on notice before claiming damages or cancelling the contract.
The notice is needed when a construction contractor under a construction contract governed by Ghanaian law fails to complete works by the agreed completion date or constructs works that do not comply with the specified standard, and the employer wishes to trigger the contractual cure period before instructing a replacement contractor and claiming the additional cost.
The Notice of Breach of Contract is required when a tenant under a commercial lease agreement fails to pay rent on the due date or carries out alterations to the premises without the landlord's consent in breach of the lease covenants, and the landlord wishes to notify the tenant formally before seeking forfeiture before the High Court (Land Division) in Accra.
The notice is needed when a party to a joint venture agreement or partnership agreement incorporated under the Companies Act 2019 (Act 992) or the Incorporated Private Partnerships Act 1962 (Act 152) breaches the agreement by disclosing confidential information, diverting business opportunities, or failing to make required capital contributions, and the non-defaulting party needs to invoke the breach and cure provisions.
The Notice of Breach of Contract is required in employment disputes under the Labour Act 2003 (Act 651) where an employer seeks to enforce a post-termination restriction — such as a non-compete or non-solicitation clause — against a former employee who is breaching the restriction by working for a competitor or soliciting the former employer's customers.
The notice is also needed when a debtor under a loan agreement, promissory note, or instalment sale agreement governed by the Contracts Act 1960 (Act 25) fails to make a scheduled payment, and the creditor wishes to declare the debtor in default before accelerating the outstanding balance or appointing a receiver.
What to Include in Your Notice of Breach of Contract (Ghana)
The Notice of Breach of Contract (Ghana) under the Contracts Act 1960 (Act 25) must contain the following essential elements to be legally effective and to preserve the innocent party's remedies.
Parties: Full legal names and addresses of the sender (the innocent party) and the recipient (the defaulting party). Where a party is a company registered under the Companies Act 2019 (Act 992), the registration number issued by the Office of the Registrar of Companies (ORC) should be stated to identify the legal entity clearly.
Contract Reference: Identification of the contract that has been breached — by title, date, and the names of the parties as described in the contract. Where the contract was registered or lodged with a government authority — such as the Lands Commission for land transactions under the Land Act 2020 (Act 1036) — the registration reference should be included.
Description of Breach: A precise, factual description of the breach — identifying the specific contractual term breached, the obligation that was not performed, the date on which the breach occurred or was discovered, and the consequences of the breach for the innocent party.
Statutory Basis: Reference to the applicable provision of the Contracts Act 1960 (Act 25) — particularly Section 62 on damages — and any other relevant statute, such as the Sale of Goods Act 1962 (Act 137) for goods contracts or the Hire Purchase Act 1974 (NRCD 292) for instalment transactions.
Remedy Demanded: A clear statement of the specific action the innocent party demands — for example, delivery of conforming goods by a specified date, payment of an overdue amount in GHS (Ghanaian Cedi), or cessation of the offending conduct. The deadline for compliance must be stated with a specific date.
Consequences of Non-Compliance: A statement that if the defaulting party fails to remedy the breach by the deadline, the innocent party will exercise its contractual and legal remedies — including termination, a claim for damages before the High Court (Commercial Division) in Accra, or referral to arbitration under the Alternative Dispute Resolution Act 2010 (Act 798) if the contract contains an arbitration clause.
Reservation of Rights: A clause expressly reserving all rights and remedies of the innocent party under the contract and under Ghanaian law, and confirming that the giving of this notice does not constitute a waiver of any breach or a variation of the contract terms.
Forms-legal.com provides this Notice of Breach of Contract template to businesses and individuals operating in Ghana. For contracts of significant commercial value, parties should seek legal advice from a solicitor enrolled with the Ghana Bar Association before issuing or responding to a breach notice.
Additional compliance elements for a Notice of Breach of Contract (Ghana) used in Ghana include: Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Forms-legal.com provides this template as a starting point for Ghana-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Notice of Breach of Contract (Ghana) (Ghana) [Legal document template]. Forms Legal. https://forms-legal.com/ghana/business/letters/notice-of-breach-of-contract-ghana
"Notice of Breach of Contract (Ghana) (Ghana)." Forms Legal, 2026, https://forms-legal.com/ghana/business/letters/notice-of-breach-of-contract-ghana.
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note = {Free legal document template}
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Frequently Asked Questions
A material breach of contract in Ghana is a breach that goes to the root of the contract, depriving the innocent party of substantially the whole benefit which the parties intended they should obtain from the contract. Under the Contracts Act 1960 (Act 25) and the common law principles applied by the High Court (Commercial Division) in Accra, a material breach entitles the innocent party to treat the contract as terminated and to claim damages. Examples of material breach in Ghana include: a contractor abandoning a construction project without completing the agreed works; a seller delivering goods that are entirely different from those contracted for; a service provider disclosing confidential information in breach of an NDA; and a borrower making no loan repayments for multiple consecutive months. A minor or technical breach — such as a trivial delay in delivering goods that causes no loss — does not constitute a material breach and does not entitle the innocent party to terminate, though it may give rise to a claim for nominal damages under Section 62 of the Contracts Act 1960 (Act 25).
The Contracts Act 1960 (Act 25) does not impose a general requirement that a Notice of Breach of Contract be in writing, but a written notice is strongly advisable in Ghana for two reasons. First, many commercial contracts in Ghana — particularly construction contracts, loan agreements, and commercial leases — expressly require breach notices to be in writing and delivered by a specified method (such as registered post or email) as a condition precedent to exercising remedies. Failure to comply with the contractual notice requirement may invalidate the notice. Second, a written notice creates a clear evidentiary record of the date and content of the notice, which is critical if the innocent party later brings proceedings before the High Court (Commercial Division) in Accra or initiates arbitration under the Alternative Dispute Resolution Act 2010 (Act 798). The Electronic Transactions Act 2008 (Act 772) confirms that an electronic notice satisfies a writing requirement where the contract permits electronic communications.
Under Section 62 of the Contracts Act 1960 (Act 25), the innocent party in a breach of contract claim in Ghana is entitled to recover: (i) general damages — compensation for losses that naturally arise from the breach in the ordinary course of events; and (ii) special damages — compensation for losses that were specifically within the contemplation of both parties at the time the contract was made. The courts of Ghana also recognise the principle of mitigation, requiring the innocent party to take reasonable steps to reduce their loss after the breach. Additionally, where the parties have included a liquidated damages clause in the contract — specifying the amount payable on a particular breach — the High Court (Commercial Division) in Accra will enforce the clause provided it represents a genuine pre-estimate of loss and is not an unenforceable penalty. Ghanaian courts may also award interest on outstanding amounts under the Courts Act 1993 (Act 459) from the date of breach to the date of judgment.
The cure period specified in a Notice of Breach of Contract in Ghana depends on the terms of the contract and the nature of the breach. Many commercial contracts in Ghana include express notice and cure provisions — commonly requiring between seven and thirty days for the defaulting party to remedy the breach after receiving written notice. Where the contract is silent on the cure period, the innocent party should allow a reasonable time for cure, having regard to the nature of the obligation and the practicability of remedy. For example, a contractor who has fallen behind schedule on a construction project may need twenty-one days to mobilise additional resources; a supplier who delivered defective goods may need only seven days to arrange a replacement delivery. Unreasonably short cure periods may be challenged by the defaulting party as a purported termination without proper notice. The High Court (Commercial Division) in Accra will scrutinise the reasonableness of the cure period when assessing damages claims under the Contracts Act 1960 (Act 25).
A Notice of Breach of Contract is admissible as documentary evidence in proceedings before the High Court (Commercial Division) in Accra, the Court of Appeal, and the Supreme Court under the Evidence Act 1975 (NRCD 323). The notice is relevant to establish: the date on which the innocent party first asserted the breach; the specific breach alleged; the remedy demanded; and whether the innocent party complied with any contractual condition precedent to the exercise of remedies. An electronically delivered notice is admissible under the Electronic Transactions Act 2008 (Act 772), provided there is evidence that the electronic notice was sent to the correct address and received or accessible by the recipient. A notice delivered by registered post with a post office receipt carries strong evidentiary weight. In arbitration proceedings under the Alternative Dispute Resolution Act 2010 (Act 798), the notice may also be relied upon as part of the claimant's documentary evidence bundle submitted to the Ghana Arbitration Centre.
The limitation period for bringing a breach of contract claim in Ghana is six years from the date on which the cause of action accrued, under the Limitation Act 1972 (NRCD 54). The cause of action in a simple contract accrues on the date of the breach — not the date of the notice of breach. For contracts executed as deeds under the Contracts Act 1960 (Act 25) — such as deeds of assignment, deeds of mortgage, and formal land transfer instruments — the limitation period is twelve years. If the innocent party fails to issue proceedings in the High Court (Commercial Division) in Accra or initiate arbitration under the Alternative Dispute Resolution Act 2010 (Act 798) within the applicable limitation period, the claim becomes statute-barred and cannot be enforced. Issuing a Notice of Breach of Contract does not toll or interrupt the limitation period — only the commencement of formal court or arbitration proceedings does so. Parties should therefore issue a breach notice promptly and initiate proceedings if the breach is not remedied within the cure period.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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