Common Defenses to Florida Breach of Contract Lawsuits
When you entered into that business contract I'm sure you expected everything to run smoothly. You probably relied on the other party to fulfill their obligations as agreed, and to pay you for the services your company provided. Most business owners are just like you. They hope for the best when it comes to doing business with the public. However, many are shocked when the other party reneges on their promises, and fails to satisfy their end of the bargain as agreed.
In previous articles, I've discussed the importance of doing business with a valid written contract, the essential elements every Florida contract must have to be considered valid and enforceable, and what happens when a breach of contract occurs.
Today, we will review six common breach of contract defenses that are often used in breach of contract lawsuits. If you’ve been accused or if you’re accusing another party of breaching a contract, you’ll want to continue reading this article.
1. Statute of Limitations
In Florida, a breach of contract claim must be brought forward within five (5) years. If not, the claim is permanently barred and the injured party will be prevented from recovering damages for their financial and emotional losses.
2. Duress
When one or more parties are pressured, forced or coerced into signing a contract, this takes away the party’s free will and constitutes duress. According to the Florida court in Franklin v. Wallace, the person accused of breaching the contract can use "duress" as a defense to the alleged breach.
3. Implied Covenant of Good Faith and Fair Dealing
The implied covenant of good faith and fair dealing, which requires every party of a contract to act in accordance with the contract's purpose, is commonly used as a defense to breach of contract claims. However, in Florida this defense will not negate the express terms of a valid and enforceable contract.
4. Impossibility of Performance
When a party of a contract is unable to perform as per the contract terms due to circumstances beyond their control, this is referred to as “impossibility of performance.” In Home Design Center v. County Appliances of Naples, Inc., the court established impossibility of performance as a legitimate defense to some breach of contract claims.
5. Unconscionable Contract Terms
A contract may be considered unconscionable if the terms are unjust, unfair or outrageous. In the Florida case Kohl vs. Bay Colony Club, the court held that when the terms of the contract are unfair and unreasonable at the time the contract was entered into, unconscionability may be used as a defense to breach of contract claims in the Florida courts.
6. Unilateral or Mutual Mistakes
A unilateral mistake occurs when one party was mistaken about the terms of a contract at the time they entered into it. A mutual mistake happens when both or all parties of a contract were mistaken at the time the contract was signed. Under Florida law, if any party of a contract is mistaken about the terms of a contract at the time the contract went into effect, their mistake may be a legitimate defense for not performing as obligated.
If you’re being sued for breach of contract, it is imperative that you understand how to defend and protect your business and personal interests. Above we discuss a partial list of defenses that are commonly used in breach of contract claims. You should consult an experienced and knowledgeable Florida business contract lawyer to discuss which defenses, if any, you can rely on.
Depending on the facts surrounding your circumstances, you may find one or more of these defenses applicable to your situation. You may also find additional defenses available to you that have not been covered in this article. So, do not delay. Contact a business lawyer so you can begin protecting your personal and business interests today.
In previous articles, I've discussed the importance of doing business with a valid written contract, the essential elements every Florida contract must have to be considered valid and enforceable, and what happens when a breach of contract occurs.
Today, we will review six common breach of contract defenses that are often used in breach of contract lawsuits. If you’ve been accused or if you’re accusing another party of breaching a contract, you’ll want to continue reading this article.
1. Statute of Limitations
In Florida, a breach of contract claim must be brought forward within five (5) years. If not, the claim is permanently barred and the injured party will be prevented from recovering damages for their financial and emotional losses.
2. Duress
When one or more parties are pressured, forced or coerced into signing a contract, this takes away the party’s free will and constitutes duress. According to the Florida court in Franklin v. Wallace, the person accused of breaching the contract can use "duress" as a defense to the alleged breach.
3. Implied Covenant of Good Faith and Fair Dealing
The implied covenant of good faith and fair dealing, which requires every party of a contract to act in accordance with the contract's purpose, is commonly used as a defense to breach of contract claims. However, in Florida this defense will not negate the express terms of a valid and enforceable contract.
4. Impossibility of Performance
When a party of a contract is unable to perform as per the contract terms due to circumstances beyond their control, this is referred to as “impossibility of performance.” In Home Design Center v. County Appliances of Naples, Inc., the court established impossibility of performance as a legitimate defense to some breach of contract claims.
5. Unconscionable Contract Terms
A contract may be considered unconscionable if the terms are unjust, unfair or outrageous. In the Florida case Kohl vs. Bay Colony Club, the court held that when the terms of the contract are unfair and unreasonable at the time the contract was entered into, unconscionability may be used as a defense to breach of contract claims in the Florida courts.
6. Unilateral or Mutual Mistakes
A unilateral mistake occurs when one party was mistaken about the terms of a contract at the time they entered into it. A mutual mistake happens when both or all parties of a contract were mistaken at the time the contract was signed. Under Florida law, if any party of a contract is mistaken about the terms of a contract at the time the contract went into effect, their mistake may be a legitimate defense for not performing as obligated.
If you’re being sued for breach of contract, it is imperative that you understand how to defend and protect your business and personal interests. Above we discuss a partial list of defenses that are commonly used in breach of contract claims. You should consult an experienced and knowledgeable Florida business contract lawyer to discuss which defenses, if any, you can rely on.
Depending on the facts surrounding your circumstances, you may find one or more of these defenses applicable to your situation. You may also find additional defenses available to you that have not been covered in this article. So, do not delay. Contact a business lawyer so you can begin protecting your personal and business interests today.