Breach of contract in Thailand looks familiar on paper but plays out very practically in the courtroom: judges weigh documents and contemporaneous evidence, courts will grant urgent preservation remedies where assets may disappear, and final relief is only useful if you planned enforcement from day one. Below is a concise, practice-oriented roadmap that explains what counts as breach, the remedies Thai law gives you, how damages are calculated, how interim relief and arbitration interact, the enforcement reality, and the concrete drafting and day-one steps that materially improve your chance of winning (and getting paid).
1 — What legally counts as a breach
Under the Civil & Commercial Code a party breaches when it fails to perform an obligation (non-performance), performs defectively, or refuses/anticipatorily indicates it will not perform. The law gives the innocent party a choice: demand performance, refuse performance and claim damages, or — where performance is impossible or useless — rescind and claim compensation. Damages are a core remedy and are assessed under the statutory rubric that allows recovery of losses that “usually arise” from non-performance and — if foreseeable — special losses as well.
2 — Principal remedies you can realistically expect
There are three pragmatic remedies:
• Specific performance. Thai courts can order performance (for example delivery of uniquely identifiable property) when performance is still possible and fair. Courts will balance practicality and prejudice before ordering this relief.
• Damages / compensation. The default remedy. The court applies Section 222 principles: compensate for normal losses and for special losses that the breaching party ought to have foreseen when the contract was made. You must quantify loss with contemporaneous evidence (invoices, substitute purchase invoices, expert valuation).
• Termination plus damages. Where the breach renders the contract useless you can refuse performance, terminate and claim lost profits or mitigation costs.
Parties commonly contract for liquidated damages; Thai courts enforce such clauses but have the power to reduce them if they are punitive or grossly disproportionate. Structure LDs with a commercial rationale and avoid gratuitous, astronomical penalty figures.
3 — How damages are measured in practice
Thai judges want evidence, not speculation. Expect to prove:
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Causation — the breach caused the loss.
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Quantum — itemized losses (direct replacement cost, mitigation, and, if foreseeable, lost profits).
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Foreseeability link for consequential losses under Section 222.
Practical tips: obtain expert valuation reports early (accountant for lost profits; engineer for construction defects), preserve invoices and bank traces, and document mitigation steps (quotes you obtained, substitute suppliers engaged). Courts will discount awards where the claimant unreasonably failed to mitigate.
4 — Interim relief: preserve first, litigate later
Because discovery is limited, fast preservation wins cases. Thai courts routinely grant interim measures — injunctions, freezing orders, seizure notices and preservation of evidence — where a prima facie case exists and there’s a serious risk of dissipation or irreparable harm. These applications are typically affidavit-led, may be sought ex parte, and the court may require security. Use them to freeze bank accounts, register caveats against title deeds or obtain a judicial seizure to stop a transfer. For cross-border arbitrations, Thai courts will provide interim relief in support of foreign-seated arbitration in many cases. Move quickly: preservation remedies are a matter of days, not months.
5— Arbitration interplay — practical realities
Arbitration gives confidentiality and final awards, but an award alone cannot freeze Thai assets. If you plan arbitration, include (a) an emergency arbitrator clause and (b) express recognition that parties may apply to Thai courts for interim preservation of Thai-situs assets. That two-track plan (arbitral merits; Thai court interim relief) is the standard play for cross-border commercial disputes.
6 — Enforcement — the Legal Execution Department (LED) is the gatekeeper
A favorable judgment must be enforced through the LED. Enforcement tools include garnishment of bank accounts, seizure and public auction of movables and immovables, attachment of receivables, and appointment of receivers. Enforcement is practical and often fast if the judgment creditor can identify Thai-situs assets. Without Thai assets, a Thai judgment is only as useful as your ability to trace and freeze assets elsewhere (which requires parallel foreign proceedings or cooperation). So enforcement planning should begin at filing, not after judgment.
7 — Timing, costs and realistic expectations
Expect a baseline timeline: urgent preservation (days–weeks); first-instance hearing (6–24 months depending on complexity); appeals (another 12–36 months). Costs: lawyers’ fees, expert reports, translation/legalization, court fees and enforcement costs — budget for the experts early because the courts rely heavily on them. Factor in that Thai cost awards rarely fully cover legal fees, so settlement is common once preservation and a solid evidential bundle are in place.
8 — Drafting & contractual measures that materially change outcomes
Good contracting fixes many risks before breach:
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Notice and cure: short written default notice with a specific cure period (and consequences if ignored).
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Liquidated damages with rationale: a defensible per-day or per-unit LD tied to real losses (avoid punitive numbers.
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Security: bank guarantee, performance bond, escrow for milestone payments.
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Interim relief carve-out: arbitration clause that expressly permits Thai-court emergency/ancillary measures for Thai assets.
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Record-keeping clause: require originals, electronic retention, immediate preservation on dispute.
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Mitigation & limitation clauses: reasonable obligations to mitigate and a clear limitation period consistent with Thai prescription rules.
These clauses make post-breach preservation easier and reduce factual disputes.
9 — Day-one “must-do” checklist if you suspect breach
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Secure originals of contracts, delivery notes, invoices, payment evidence and communications.
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Export emails and chat logs with metadata (date/time headers) and take screenshots with timestamps.
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Obtain written proof of payment/receipts and bank screenshots.
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Issue a short demand / default notice tracking the contractual notice procedure (date-stamped delivery).
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If dissipation risk exists, prepare an ex-parte preservation application to freeze bank accounts/register caveats or seizure notices. Engage counsel immediately to draft the affidavit and exhibit bundle.
Final practical note
Winning a breach case under Thai law is rarely a matter of clever argument alone — it’s a race for original documents, early preservation and quantified expert proof. Draft contracts carefully (notice/cure, LDs, security, interim-relief carve-outs), preserve evidence immediately, and plan enforcement in parallel with your litigation strategy.
