What if the client says they breached the contract because my code had bugs?

Software always has bugs — that is why contracts include warranty and bug-fix provisions. Your demand letter should reference the warranty clause in your contract and document bug reports you addressed during the warranty period. If the client failed to report bugs within the contracted timeframe or is reporting issues caused by their own modifications, note that as well. A client cannot unilaterally declare a breach based on normal software defects that fall within the scope of your warranty obligations, especially if they never gave you the opportunity to fix them.

Can the client claim they own my code because they paid a deposit?

No. A deposit is an advance payment that secures your availability and initiates the project. Copyright in custom software belongs to the developer unless a written work-for-hire agreement or copyright assignment explicitly transfers those rights. Your demand letter should state that the deposit does not constitute full payment, that no copyright transfer has occurred, and that the client's license to use the deployed code is contingent on completing all contracted payments. Under copyright law, the transfer of ownership requires a signed writing.

What if I do not have a formal signed contract, just emails and a proposal?

Email exchanges and accepted proposals can constitute a binding contract under contract law. Your demand letter should reference the specific emails where the client approved the scope, pricing, and timeline. Quote key passages where the client agreed to terms. Courts regularly enforce contracts formed through email correspondence, especially when both parties performed under the agreement — you by building the website, and the client by paying deposits and providing feedback. The lack of a formal document does not eliminate the client's obligation to pay.

Web Developer Breach of Contract — Demand Letter Help

How Web Development Contracts Get Breached

Web development contracts are complex agreements that cover project scope, timelines, payment schedules, intellectual property rights, and ongoing obligations. This complexity creates numerous points of potential breach by either party.

Common Client Breaches

Unilateral scope reduction: The client cuts features from the agreed specification mid-project but expects the original price to decrease proportionally, ignoring work already completed on those features
Failure to provide required materials: The contract required the client to deliver content, brand assets, or API credentials by specific dates, and their delays caused the project to run over schedule and budget
Payment milestone defaults: The client skips milestone payments but continues to demand development progress
Unauthorized code redistribution: The client provided your custom code to other developers, franchisees, or sister companies without authorization or additional licensing fees
NDA and non-compete violations: The client shared your proprietary development methods, pricing, or technical approach with competitors
Premature termination: The client canceled the project without following the termination provisions in your contract

Building Your Breach of Contract Demand Letter

Identify Each Breach

For each violation, your demand letter needs three elements:

The contract clause: Quote the exact provision that was breached
The client's action: Describe specifically what the client did or failed to do
The resulting damage: Quantify the financial impact of the breach

Document with Technical Evidence

Web developers have access to uniquely strong evidence:

Git commit history: Timestamped proof of every line of code written, showing exactly when work was performed
Project management logs: Jira, Asana, Trello, or Linear records showing task completion, blockers caused by client delays, and scope changes
Deployment logs: Server records proving the code was delivered and deployed
Communication records: Slack messages, emails, and meeting notes documenting client requests, approvals, and scope changes
Time tracking data: Toggl, Harvest, or Clockify records showing hours worked on each feature

Calculate Your Damages

Web development breach damages typically include:

Work completed but unpaid: Hours or milestones completed before the breach, valued at your contracted rate
Lost profit: The profit margin on the remaining contracted work you were prevented from completing
Wasted capacity: If you turned down other projects to accommodate this client's timeline, the opportunity cost of those lost engagements
Remediation costs: Time spent documenting the breach, migrating code, or addressing issues caused by the client's actions
Unauthorized usage value: If the client is using or distributing your code without proper licensing, the fair market value of the expanded license

What to Include in the Demand Letter

Contract Identification

Reference the agreement by date, parties, and project name. If there were amendments or change orders, list those as well.

Breach Narrative

Provide a clear, chronological account of the breach:

When the contract was executed and work began
Key milestones completed and payments received
When the breach occurred and how you became aware of it
Steps you took to mitigate or cure the breach
The client's response (or lack thereof) to your communications

Damages Demanded

Present a detailed financial breakdown:

Unpaid invoices for completed work
Kill fee or early termination fee per contract
Value of unauthorized code usage
Late fees and interest
Total amount demanded

Required Actions

Payment of all outstanding amounts within 14 days
Immediate cessation of unauthorized code use
Return or deletion of all proprietary code and documentation
Written acknowledgment of compliance

Legal Consequences

Breach of contract lawsuit
Copyright infringement claims for unauthorized code use
Injunctive relief to prevent continued use of proprietary code
Recovery of attorney fees under the contract's prevailing party clause

Industry-Specific Strategies

Audit your code in production: Use your knowledge of the codebase to verify whether the client is still running your code. Check public-facing source code, API endpoints, or unique identifiers you embedded
Check for open-source license violations: If the client is redistributing your code in ways that violate the open-source licenses of dependencies you incorporated, they face additional legal exposure
Quantify client-caused delays: Use project management data to show exactly how many days the project was delayed by the client's failure to provide content, feedback, or approvals on time
Reference the specification document: A detailed SOW or specification is powerful evidence of what was agreed upon and what was delivered

Timeline for Resolution

Day 1: Send demand letter via email and certified mail
Days 3-7: Client response window
Day 14: Payment and compliance deadline
Day 15: Revoke all access to repositories, staging environments, and documentation
Day 30: File breach of contract lawsuit or small claims petition

When to Involve an Attorney

Web development contract disputes often justify legal representation when:

The contract value exceeds $15,000
The client is redistributing your code commercially
The breach involves NDA or non-compete violations
Your contract includes an attorney fees clause
The client is a funded startup or corporation with legal resources

For disputes under $10,000, small claims court is effective and does not require an attorney. Bring your contract, commit history, project management records, and all client communications.

Demand Letter for Web Development Breach of Contract