Breach of Contract Defenses

Entering into a contract can have significant implications for you and your Florida small business. When contractual agreements operate as intended, they can provide legal protection and certainty. Ideally, both parties will be able to fulfill the terms of their agreement without incident. However, there can be times when contract terms are not met or are breached. Under these circumstances, the breaching party may or may not have a good defense for their breach. Here is more on breach of contract defenses.

What is Considered a Breach of Contract?

When parties enter into a contract, the agreement will include specific terms that require their mutual compliance. When one or both sides fail to meet a contractual term, the non-compliant party(s) will be in breach of the agreement.

Types of Breach of Contract Issues

Parties can breach their contracts in various ways. The manner of the breach will depend on the specific terms of their agreement. For instance, suppose your Florida small business manufactures apparel and has a contract with a supplier to deliver bolts of cloth. If your supplier has agreed to deliver a specific number of bolts by the first of the month and fails to make their full delivery, they will be in breach.  

Breach of Contract Remedies

To establish a breach of contract claim, the injured party will have to show that:

1. There was a valid contract in place,
2. Another party breached the contract, and
3. The breach harmed them.

When a breach of contract harms a party, they can sue the other and seek remedies for their damages.

Breach of Contract Defenses

A party sued for breach of contract may have a defense for their conduct. Some commonly raised defenses include:

• Mistake
• Impossibility of Performance
• Statute of Limitations
• Duress
• Fraud in the Inducement
• Illegality
• Unclean Hands

Mistake involves one or both parties not understanding the agreement. It is considered a mutual mistake when both parties do not understand the agreement.

Impossibility of Performance may be an available defense when factors beyond the party’s control interfere with them fulfilling the agreement’s terms. This may involve events such as extreme weather or unforeseen supply-chain issues.

Statute of Limitations defense may be raised when a party brings a breach of contract claim outside of the applicable time frame for bringing this type of suit. Florida law provides a specific period during which a party may sue for breach of contract. If the injured party tries to sue outside of this period, the other party may have a valid statute of limitations defense.

Duress may be available as a defense to a breach of contract if it can be shown that the parties did not voluntarily enter into their agreement. For example, if a party was forced to sign a contract by another, they could raise this defense.

Fraud in the Inducement occurs when a party is tricked into entering into a contract. When there was deception, this may be a valid defense.

Illegality can be raised as a defense when a contract violates federal or state law.

Unclean Hands may be a defense when an accusing party did something that caused the breach.

Contracts are essential to running a Florida small business. Therefore, you want to be certain you have the advice of an experienced lawyer when creating these important agreements and enforcing their terms.

Contact an Experienced Florida Business Lawyer

Attorney Richard Sierra at the Florida Small Business Legal Center assists clients like you with commercial leasing, business, and litigation matters. As always, Our Goal Is to Help You Succeed™. For an appointment, you may call us at 1-866-842-5202 or use the contact form on our website. We represent clients throughout the State of Florida, including Coral Springs, Coconut Creek, Boca Raton, Delray Beach, Pompano Beach, Sunrise, Fort Lauderdale, Miami, West Palm Beach, Jupiter, Deerfield Beach, Stuart, Port St. Lucie, Orlando, Naples, Fort Myers, Sarasota, Tampa, and surrounding communities.