The core answer
A letter alleging that your company breached a contract is a claim, not a judgment. What you do in the first days matters more than how clever the reply is: do not ignore it, do not answer in anger, do not admit anything, and put the whole file in front of a lawyer before a word goes back. A calm, accurate reply that reserves your position and asks for the other side's basis is usually better than either silence or a long argument.
The rule (Civil and Commercial Code). Under section 387, if one party fails to perform, the other may set a reasonable period and call on it to perform within that period; if it still does not, the other party may rescind the contract. Section 386 says rescission is done by a declaration of intent to the other party. Section 193/14(1) says prescription is interrupted when the debtor acknowledges the claim, for example by a written acknowledgement of debt, a part-payment, a payment of interest, providing security, or any act that unmistakably shows acceptance of the debt. So a letter may be the first step towards termination, and your own reply can have legal effects.
Our practical view. Treat the letter as a deadline and a document-gathering exercise. In the first two days, secure the evidence, name one person to handle contact, and get the contract and the chronology to the lawyer. Decide what to say (nothing, a holding reply, a rebuttal, a cure proposal or a settlement offer) only after the lawyer has read the contract. This guide is about receiving a letter. If you are the one sending a demand, see our demand letter service.
1. What should we do in the first 48 hours?
| Do | Do not |
|---|---|
| Record the date the letter arrived, how it arrived (registered post, email, LINE, hand delivery) and who signed for it | Reply the same day by phone or chat "to clear things up" |
| Note any deadline in the letter and diarise it with a safety margin | Ignore the deadline because you think the claim is wrong |
| Name one person who speaks for the company on this dispute | Let sales, accounts and the director each answer in their own way |
| Tell staff in writing to keep, and not delete, emails, chats, files and paper records about the deal | Delete or "tidy" chats, or edit documents after the event |
| Send the letter, the contract and all amendments to your lawyer | Admit fault, apologise for the problem in writing, or promise payment |
| Pause any payment to the other side on this matter until the lawyer has advised | Make a part-payment without a written reservation that it is not an admission |
Two points deserve more explanation.
Preserve, do not curate. Courts and the other side's lawyers value the original record. Keep chats exported with dates visible, original emails with attachments, and the phones and accounts that hold them. If a key person is leaving the company, copy their mailbox and chat history now.
Check the sender and the form. Is the letter from a party to the contract, an authorised representative, or a lawyer acting for them? Does it cite the right contract, the right company and the right clause? A letter sent to the wrong entity or built on the wrong contract is still worth answering, but the error belongs in your notes.
2. What should we gather for the lawyer?
Bring more than you think you need. It is quicker to discard documents than to chase them. For a typical commercial dispute:
- The contract and every amendment, including side letters, schedules, specifications, price lists and any general terms printed on a quotation or purchase order.
- Quotations, purchase orders and order confirmations that preceded or sit beside the contract.
- Delivery and acceptance records: delivery notes, signed receipts, handover or completion certificates, test or inspection reports.
- Invoices, receipts, statements of account and bank evidence of payment, with any short-payment or credit note noted.
- Correspondence: emails, LINE and other chat messages, meeting minutes, and anything where the other side raised the problem (or did not).
- A list of the people involved and who can give an honest account: who negotiated, who delivered, who accepted, who received complaints.
- The other side's own breaches: late payment, changed specifications, failure to give access or information, failure to follow a notice procedure.
- Your losses, if any: extra costs, lost orders, defective goods. Ask your accountant for supporting figures. This is the material for any set-off or counterclaim.
- Insurance: professional indemnity, product liability, cargo and similar policies. Some policies require prompt notice of a claim, so check the policy conditions.
- If the deal was partly oral, a short note of what was agreed, when and with whom. See are verbal contracts enforceable in Thailand.
If the contract was signed electronically, keep the signing record and the signed file. See electronic signatures on company contracts.
3. How do we build the chronology?
A chronology is the lawyer's fastest route into the dispute. Start it before the meeting, even if it is incomplete. One row per event, in date order, each tied to a document.
| Date | Event | Document | Who |
|---|---|---|---|
| (date) | Contract signed | Contract, annex A | (name, position) |
| (date) | First order placed | PO number | (name) |
| (date) | Delivery or milestone | Delivery note, acceptance form | (name) |
| (date) | Other side complained | Email or chat message | (name) |
| (date) | Payment made or withheld | Invoice, bank slip | (name) |
| (date) | Notice or reminder | Letter, email | (name) |
Mark every gap. "We do not know who accepted the delivery" is useful for the lawyer to hear on day one. It is much less useful on the day a deadline passes.
4. What does the adviser do before things escalate?
Once the lawyer has the contract, the chronology and the letter, the work is usually in this order:
- Assess the merits. What exactly does the contract require, what actually happened, and does the other side's version fit the documents?
- Check the notice and cure terms. Many contracts require written notice of default and a period to remedy it before termination or a penalty can follow. Where the contract says nothing, the Code's route in section 387 (a reasonable period to perform, then rescission) is the background rule, as described above. Whether the other side followed the right steps is often the first real question.
- Check any penalty or liability clause. A stipulated penalty (เบี้ยปรับ) can be reduced by the court if it is disproportionately high (section 383, which also tells the court to weigh the creditor's legitimate interests, not only its financial loss).
- Decide the response. The realistic options are: no reply (rarely wise), a short holding reply, a reasoned rebuttal, an offer to cure the problem, or a settlement proposal. The right choice depends on the merits and on whether you still want the business relationship.
- Control the acknowledgement risk. Any reply, part-payment or payment plan should be checked against section 193/14(1) before it is sent, because wording or conduct that acknowledges the debt can interrupt prescription. This does not mean you can never negotiate; it means the wording is chosen on purpose.
- Set out your own position. If the other side has breached, or you have suffered loss, the lawyer will consider whether to say so now, to raise set-off under sections 341 and 342, or to keep it for later.
Negotiating "without prejudice". In practice, lawyers often label settlement discussions "without prejudice" or "for settlement purposes only" to show the offers are not admissions. We describe this as practice, not as a statutory rule. We have not verified a Thai statute that gives such a label a fixed legal effect, so do not rely on the label alone; keep offers short, avoid statements of fact you cannot support, and have the lawyer review the text. For a wider look at settling a dispute outside court, see our alternative dispute resolution service.
5. What should the reply say, and not say?
A first reply is usually short. A careful holding reply might do four things:
- Acknowledge receipt and the date, without accepting the facts.
- State that the company is reviewing the matter with its advisers and will respond by a stated date.
- Reserve all rights and ask the sender to identify the contract clause, the facts and the remedy claimed.
- Ask the sender to direct further contact to a named person or the lawyer.
What the first reply should not do: argue the whole case, blame an individual employee, promise payment, say "we will fix it" without defining what, or attach documents you have not reviewed. Do not copy in people who do not need to see it.
6. What if the contract was never properly written down?
Many commercial deals run on quotations, chats and habit. That does not mean the other side has no claim, and it does not mean you have none. The lawyer will look at what the documents and conduct show was agreed. Start with the chronology and the correspondence, and see verbal contracts. If the claim is really an unpaid invoice, our guide on unpaid invoices from business customers covers the debt side.
7. What if it ends up in court?
Most breach-of-contract letters do not end in a lawsuit, but some do. We do not set out litigation steps here, because the timing and the stages depend on the case. For an overview of how long a civil case takes and what drives that, read how long a civil case takes in Thailand. Everything in sections 1 to 3 above will be the foundation of your evidence if that happens.
Checklist: before you reply
- Date and method of receipt recorded; response deadline diarised
- One named spokesperson; staff told to stop discussing it informally
- Preservation notice sent to staff: no deleting emails, chats or files
- Contract, every amendment, POs, quotations and general terms collected
- Delivery, acceptance, invoice and payment records collected
- Chat and email history exported with dates
- Chronology started, gaps marked
- List of people and what each knows
- The other side's own breaches noted, with proof
- Your losses noted, with supporting records
- Insurance policies checked for notice requirements
- No payment, apology or promise made before the lawyer has reviewed the wording
- Holding reply drafted and checked, if more time is needed
Further reading
- How long a civil case takes in Thailand
- Are verbal contracts enforceable in Thailand?
- Unpaid invoices from business customers
- Electronic signatures on company contracts
A letter alleging breach is answered best after you have secured the evidence and the contract is in a lawyer's hands, not on the day it arrives.
We help companies assess breach allegations, prepare the file and reply or negotiate. For an initial consultation, call +66 92 254 2045 or send us the details. See also legal notices, contracts and documents and monthly legal retainer, or our civil litigation practice.
This guide is published by Suwanvara Law Firm — a Khon Kaen law firm established in 1986. General information only, not legal advice on a specific matter.
