When you enter into a contract, the expectation is that both parties will act as promised. A contract is an agreement between two parties that is enforceable by law. Assuming you have a valid contract, if one of you does not meet your obligations, that party may be liable for breach of contract. Suing for breach of contract in Florida is similar to many other states, but it is important to understand the rules so you can best protect your interests.
What Are the Elements of a Breach of Contract Action in Florida?
In order to prevail in a lawsuit for breach of contract, you must show: (1) The existence of a valid contract; (2) “Material” breach of an obligation under the contract by the other party; and (3) Damages resulting from the breach.
More specifically, the court will require you to demonstrate that you fulfilled all or substantially all of your obligations under the contract and that all conditions were met for the defendant to meet their obligations. Next, you must show that the defendant failed to perform an essential requirement of the contract or did something that the contract prohibited them from doing, and that prohibition was essential to the contract. This breach by the defendant must have then caused harm to you.
Breach of contract actions often involve a failure to pay for or deliver goods or services that were promised, but can arise in a wide range of situations.
When Is a Contract Valid?
A valid contract requires proof that one party made an offer, the other party accepted that offer and that there was an exchange of consideration between the parties. Consideration is when the parties provide each other with something of value.
Other requirements include the following:
- The key terms of the contract must be reasonably definite and certain. If the terms are too vague or unclear, the contract may not be valid.
- The parties must have the legal capacity to enter into a contract. Examples of those who may not have legal capacity are minors and intoxicated or mentally ill individuals.
- The contract obligations must be legal. If the act you are contracting for is an illegal act the agreement will not be upheld in court.
Generally, a contract does not have to be in writing unless it falls within the Statute of Frauds. Agreements in the following categories must be in writing:
- The contract involves real property;
- There is no possibility of full performance of its terms within one year;
- One party assumes responsibility for the financial obligations of another individual or entity;
- The contract is made in consideration of marriage, except mutual promises to marry;
- The contract involves the sale of goods for $500 or more
What Is a Material Breach?
A material breach occurs when the breach affects the parties to such a degree that the contract terms can no longer be fulfilled. The non-breaching party can stop performing its obligations and can sue for breach of contract.
A minor breach arises when a party fails to perform a part of the contract but does not breach the whole contract. The non-breaching party must fulfill their obligations under the contract but may still sue for damages.
Importantly, it can be difficult to determine whether a breach is material or not. For example, a delivery that is a day late may not be material in some circumstances but if the receiving party needed it on a certain date for specific reasons, then it may be material.
What Remedies Are Available for Breach of Contract?
If you prevail in your case, typically, you will be awarded monetary damages. These include general or compensatory damages which compensate you for your direct losses and special or consequential damages which compensate you for other damages that flowed out of the breach. Liquidated damages may be available if provided in the contract between the parties. Punitive damages may also be awarded in egregious cases such as where the defendant committed fraud.
Equitable remedies may also be granted where monetary damages are not sufficient to compensate you. For example, the court may order specific performance requiring the defendant to fulfill and perform their contractual obligations. The court may also rescind or undo the contract and put the parties back to the position they were in prior to executing the contract. Injunctive relief can be granted to stop the defendant from taking certain actions.
A breach of contract is a serious matter that can cause significant hardship. It is essential to get legal advice specific to your situation to ensure you present a strong case and protect your rights. Contact an experienced Florida business attorney for assistance with your matter.
Photo by Mari Helin on Unsplash
