Contracts are a vital part of the daily operations of most businesses. From leases and purchase agreements for real estate to orders for goods and services, your business likely relies on contracts in one way or another. When a contract dispute arises, the other party may accuse you of breaching the contract or not fulfilling an oral or written agreement that you have made.
Getting legal advice when facing a breach of contract claim can ensure you take all measures necessary to defend your interests. You can rely on a Florida business law attorney at Kramer Green to determine all available defenses and build the strongest available defense on your behalf.
Affirmative Defenses to Breach of Contract Claims
You can claim different defenses when a party claims you breached a contract. Some defenses are known as affirmative defenses. When you use these defenses, you acknowledge that you are the breaching party, but you claim that other factors invalidate the claim for breach of contract. Some of the most common affirmative defenses to breach of contract claims include the following defenses.
Statute of Limitations
A statute of limitations is a legal limit or deadline for filing a lawsuit against someone. When you use the statute of limitations as an affirmative defense, you are claiming that the person claiming breach of contract has waited too long after the alleged breach to sue you. In most cases, the statute of limitations for suing for breach of a written contract is five years, and for breach of an oral contract is four years.
Statute of Frauds
If you use the statute of frauds as an affirmative defense, you claim that the contract at issue must be in writing. Fla. Stat. §725.01 provides that certain types of contracts must be in writing to be legally enforceable. These contracts include agreements that the parties cannot perform in less than one year, agreements for selling and purchasing real estate, leases that are longer than one year and promises to pay someone else’s debt (including co-signing a debt).
Fraud in the Inducement. Undue Influence, or Duress
The affirmative defense of duress or undue influence states that you did not voluntarily sign the contract or sign it of your own free will. In other words, you only signed the contract because someone physically forced you to sign it, blackmailed you, or exerted some other undue influence to compel you to sign it.
You may be able to invalidate a contract on the grounds of mutual mistake if both you and the other party were mistaken about the contract terms. If you both failed to fulfill the contract’s material terms due to this mistake, a judge might question whether a valid contract ever existed.
Contract Was Illegal, Impossible, or Impracticable
You may be able to defend against a breach of contract claim if the contract was illegal or impossible for you to complete. For instance, the contract’s terms or subject matter may have been against public policy or illegal. Alternatively, the other party may have made it physically impossible for you to carry out your duties under the contract.
Other Breach of Contract Defenses
Unlike affirmative defenses, when you use these defenses, you allege that there was no contract for you to break or that you fulfilled the terms and conditions of the contract. Some common breach of contract defenses do not constitute affirmative defenses.
No Contract Existed
A contract doesn’t exist unless the parties agree on certain elements. One party must formally offer certain terms, which the other party must accept in exchange for something of value. If the parties do not mutually agree on these essential elements, then no contract exists.
One or More Parties Failed to Accept the Terms of the Contract
All parties must accept the terms of the contract, typically through signing a written document, a verbal agreement, or some other type of acknowledgment. If the parties discussed a potential contract but never reached an agreement with all parties, then a failure of acceptance may invalidate the contract.
The Contract Lacked Consideration
A bi-lateral contract must contain a mutual exchange of value, usually in the form of goods or services and payment for those goods or services. If the contract requires one party to provide something of value but get nothing in return, the parties are in positions of unequal bargaining power, and the contract is, therefore, void.
No Breach, Loss, or Damage Occurred
If you fulfilled your responsibilities under the contract, and the other party suffered no loss or damages due to your conduct, you can argue that no breach of contract occurred. A party must be able to prove some loss to recover damages in a lawsuit for breach of contract.
Let Us Help Protect Your Legal Interests Today
A business law attorney at Kramer, Green, Zuckerman, Greene & Buchsbaum, P.A. stands ready to help protect your legal interests when another party accuses you of breaching a contract. We understand how hard you have worked to build your business, and our goal is to protect you and your business by defending you against any breach of contract claims. Contact our office today at (954) 966-2112 or reach out to us online to schedule a time to discuss your contract dispute with our attorneys.