Let’s review legal defenses that are commonly used to defend small businesses against breach of contract claims. You may find that one or more of these defenses apply to your situation.

Implied Covenant of Good Faith and Fair Dealing

The implied covenant of good faith and fair dealing requires all parties of a contract to adhere to the contract’s original purpose. It’s a defense that is relied on in many contract disputes. In Florida, the court has made it clear that this defense cannot negate the terms of a valid contract.

Unconscionable Contract Terms

A contract is considered unconscionable when the terms are unjust or unfair. In Kohl v. Bay Colony Club Condominium, Inc., 398 So. 2d 865, 868 (Fla. 4th DCA 1981), the Florida court held that when the terms of the contract are unfair and unreasonable at the time the contract was entered into, unconscionability can be used as a legitimate defense to a breach of contract claim.

Statute of Limitations

There is a limited period of time in which you can bring forth a breach of contract action. In Florida, a breach involving a written contract must be filed with the court within five years. If this does not happen before the time period expires, the injured party can be permanently barred from recovering damages for any of its losses.

Impossibility of Performance

If you are unable to perform as per a contract due to circumstances beyond your control, this is referred to as “impossibility of performance.” In Home Design Center Joint Venture v. County Appliances of Naples, Inc., 563 So. 2d 767, 770 (Fla. 2d DCA 1990), the court established impossibility of performance as a legitimate defense to some breach of contract claims.

Above is merely a partial list of defenses that are used in breach of contract lawsuits. If your company has been accused of failing to fulfill the obligations of a contract, consult a knowledgeable contract attorney to discuss how to best defend your company. You may find additional defenses available to you that are not covered in this article.

Contact our contract lawyers to discuss how you can defend your company against breach of contract claims.

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In this article, we are going to address 6 common defenses your business can use to defend breach of contract claims.

If you have been accused of breaking a agreement, you want to continue reading.

1. Statute of Limitations
The SOL is the time limit you have to pursue a legal action. A breach of contract lawsuit must be filed within 5 years of the breach in Florida. If not, the claim is permanently barred which prevents any type of recovery.

2. Duress
Duress occurs when you are pressured, forced or coerced into signing a contract. According to Florida law, you can use this defense against breach of contract claims.

3. Implied Covenant of Good Faith and Fair Dealing
The implied covenant of good faith and fair dealing requires every party of a contract to act according to its purpose. While this is a commonly used defense, it should be noted that it will not negate the terms of a valid contract in Florida.

4. Impossibility of Performance
If you are unable to perform as per contract terms due to circumstances beyond your control, this is referred to as impossibility of performance. Florida courts have established this as a legitimate defense to select breach of contract claims.

5. Unconscionable Contract Terms
A contract is unconscionable if the terms are unjust, unfair or outrageous.

6. Unilateral or Mutual Mistakes
A unilateral mistake occurs when one party is mistaken about the terms of a contract. A mutual mistake happens when all parties misunderstood the contract at the time of signing. Under Florida law, a mistake may be a legitimate defense for not performing as obligated.

If you are being sued for breaking a business agreement, you must understand how to defend and protect your business and personal interests. This article addresses a partial list of defenses; one or more may apply to your situation. There may be other defenses available to you that have not been covered in this blog post.

Do not delay! Contact our business lawyers to discuss your legal options. Give us a call at 954-779-7009 or click here to email us.