For small and mid-sized businesses, contracts shape nearly every relationship that matters. They govern how companies buy, sell, hire, lease, partner, and grow. When those agreements break down, business owners are often surprised by how quickly a disagreement becomes a lawsuit—and by how Washington courts approach contract disputes.
From the perspective of a Washington litigator, contract cases are rarely about whether a contract exists. They are about what the contract means, how it was performed, and what happens when expectations do not align with the language on the page.
Most contract litigation arises from ambiguity rather than bad intent. Businesses enter agreements assuming mutual understanding, only to discover later that each side read the same language differently. When money, deadlines, or performance standards are involved, those differences tend to surface quickly.
Washington courts see a steady stream of disputes involving vendor agreements, service contracts, leases, employment arrangements, and partnership documents. In many cases, the underlying business relationship functioned for years before something changed—a missed payment, a delayed delivery, a market downturn, or a breakdown in communication.
How Washington Courts Interpret Contracts
Washington follows a contextual approach to contract interpretation. Courts do not limit themselves to the four corners of the document. Instead, they look at the contract in light of the circumstances surrounding its formation. That means the purpose of the agreement, the parties’ prior dealings, and their conduct during performance can all become part of the case.
For business owners, this often comes as a surprise. Emails, text messages, invoices, draft agreements, and internal communications frequently become evidence. What seemed like routine correspondence at the time can later shape how a judge or jury understands the contract.
Ambiguity is where litigation thrives. When a provision can reasonably be read in more than one way, courts may allow extensive discovery and testimony to determine intent. This increases cost, lengthens the dispute, and introduces uncertainty that could have been avoided with clearer drafting.
Oral Agreements Still Matter
Despite the reliance on written contracts, Washington law recognizes oral agreements in many business contexts. Handshake deals, informal promises, and agreements reflected only in emails or text messages can still be enforceable. Partial performance can further strengthen an otherwise informal arrangement.
For businesses, this creates risk. Informal agreements often lack defined terms, deadlines, or remedies. When disputes arise, those gaps are filled by litigation rather than by contract language, often to the frustration of both sides.
Why Contract Lawsuits Rarely Stay “Just Contract Lawsuits”
In Washington, breach of contract claims are frequently accompanied by additional causes of action. Plaintiffs often assert fraud, misrepresentation, or unfair business practices based on the same underlying conduct. In some cases, Consumer Protection Act claims are added, dramatically increasing potential exposure.
These additional claims change the dynamic of the case. They introduce the possibility of attorney fee awards, enhanced damages, and broader discovery. What begins as a dispute over performance or payment can quickly become high-stakes litigation with consequences beyond the original contract.
Few contract terms have more influence over litigation strategy than attorney fee provisions. Washington generally requires each side to pay its own legal fees, but contracts can—and often do—override that rule.
A well-drafted fee provision can discourage meritless claims. A poorly drafted one can expand liability in unexpected ways. In practice, the potential obligation to pay the other side’s attorney fees often drives settlement decisions more than the amount in dispute.
Common Missteps That Increase Litigation Risk
From a litigator’s perspective, many contract cases become more expensive than necessary because of avoidable mistakes. Business owners may continue routine document destruction policies after a dispute arises, send emotionally charged emails that later appear as exhibits, or assume that “common sense” will prevail over unclear contract language.
Ignoring dispute resolution provisions or delaying legal advice can further complicate matters. Once litigation is underway, correcting these missteps is difficult and costly.
The most effective way to manage contract litigation risk is long before a lawsuit is filed. Using Washington-specific agreements, documenting performance and changes in writing, and periodically reviewing contracts as laws evolve all reduce exposure.
When disputes do arise, early legal guidance can help businesses understand their options, protect their position, and make informed decisions that align with long-term goals rather than short-term reactions.
A Strategic Approach to Contract Litigation
Contract litigation is not simply about enforcing words on a page. It is about strategy, leverage, and protecting business relationships and reputation that took years to build. Washington’s contract law has nuances that require local experience and practical judgment.
Beresford Booth represents Washington businesses in contract disputes across industries. We focus on early assessment, cost-conscious strategy, and decisive advocacy when litigation cannot be avoided. If your business is facing a contract dispute, experienced guidance early in the process can make a meaningful difference.
To learn more about The Landscape of Contract Litigation in Washington, please contact Beresford Booth at info@beresfordlaw.com or by phone at (425) 776-4100.