Let’s be honest; we’ve all slipped up at one point or another. Maybe it was speeding or running a red light, being late for work, or breaking a promise to a family member, friend, or colleague.
However, breaking a promise in business, especially one that legally qualifies as a contract, carries significant consequences in Florida. In such cases, a business failing to adhere to the terms of an agreement may face a lawsuit for breach of contract.
Fortunately, Florida law provides businesses accused of breach of contract with a legal recourse known as an “affirmative defense.” In this article, the business litigation attorneys at Capital Partners Law will shed light on this defense strategy.
The Legal Definition of a Contract
To lay the groundwork, let’s define what constitutes a legally valid contract under Florida law. Simply put, a contract is an agreement between two or more parties that:
- Is enforceable – i.e. doesn’t include terms or requirements that are illegal. For example, parties cannot enter into an agreement to buy/sell illegal drugs or to commit a crime.
- Contains mutual consideration – i.e. imposes obligations to perform or abstain from certain actions.
- Involves legally capable parties – i.e. the parties to the contract must generally have the mental capacity to understand the terms of the contract.
- Is based on mutual agreement, whether verbal or written – this usually takes the form of an offer and acceptance (or a signed contract).
For instance, if Landscaping Company X agrees to provide weekly yard work at Joe Y’s house for a set fee, a valid contract is formed outlining specific services and payment terms.
What Constitutes Breach of Contract?
According to the Florida Bar, a breach of contract occurs when one party fails to uphold one or more terms of the agreement. The affected party can then file a lawsuit to enforce the contract, seeking remedies such as performance, compensation, or restitution.
To prove a breach of contract, the plaintiff must establish:
- The existence of a valid contract between the parties.
- Fulfillment (or excused non-fulfillment) of contractual obligations by the plaintiff.
- Satisfaction of all conditions necessary for the defendant’s performance.
- Failure by the defendant to fulfill essential contractual obligations or engagement in prohibited actions.
- Damages incurred as a result of the breach.
Florida’s appellate courts put it succinctly: “An adequately pled breach of contract action requires three elements: (1) a valid contract; (2) a material breach; and (3) damages.” Friedman v. New York Life Ins. Co., 985 So. 2d 56, 58 (Fla. 4th DCA 2008).
It’s worth noting that proof of certain factors may be unnecessary if both parties agree on their validity.
Understanding Affirmative Defenses in Florida
An affirmative defense does not simply deny the plaintiff’s allegations — it introduces new facts that defeat or reduce liability even if the complaint’s allegations are taken as true. When successful, an affirmative defense mitigates or eliminates the defendant’s liability.
Per the Florida Rules of Civil Procedure (FL. R. Civ. P. 1.110(d)), acceptable types of affirmative defenses include:
- Accord and satisfaction
- Arbitration and award
- Assumption of risk
- Contributory negligence
- Discharge in bankruptcy
- Duress
- Estoppel
- Failure of consideration
- Fraud
- Illegality
- Injury by fellow servant
- Laches (applicable only in cases seeking equitable relief)
- License
- Payment
- Release
- Res judicata
- Statute of frauds
- Statute of limitations
- Waiver
- Any other relevant avoidance or affirmative defense
Plead It or Lose It: Deadlines and Waiver
Affirmative defenses are not automatic. Rule 1.110(d) requires a defendant to set forth its affirmative defenses in its responsive pleading, and a defense that is not timely raised is generally treated as waived. Because the window to respond to a Florida lawsuit is short — generally 20 days after service — a business served with a breach-of-contract complaint should involve business litigation counsel immediately, before defenses are lost or a default is entered.
Common Affirmative Defenses in Florida Breach of Contract Cases
Not all affirmative defenses apply to breach of contract lawsuits in Florida. Relevant Florida Standard Jury Instructions shed light on defenses commonly used in such cases:
- Statute of Limitations: In Florida, the statute of limitations for filing a breach of contract claim is five years for a contract founded on a written instrument (§ 95.11(2)(b), Fla. Stat.) and four years for an oral contract (§ 95.11(3)(j), Fla. Stat.). The defendant can assert this defense by demonstrating that the plaintiff failed to meet the applicable deadline.
- Duress: This defense asserts that the plaintiff coerced the defendant into entering the contract under undue pressure. To succeed, the defendant must prove involuntary entry into the contract, caused by the plaintiff’s improper and coercive conduct, with no reasonable alternative available.
- Fraud in the Inducement: This defense requires proof that the plaintiff made a fraudulent statement essential to the contract, knowingly or recklessly. The defendant must also demonstrate reliance on this misrepresentation when entering into the contract.
- Mutual Mistake of Fact: Here, the defendant argues that the contract should be voided due to a fundamental misunderstanding between the parties regarding their rights or responsibilities. The defendant must prove that both parties were mistaken about a crucial aspect of the contract, with the defendant not bearing the risk of this mistake alone.
- Prior Material Breach: The defendant argues that the plaintiff materially breached the contract first, excusing the defendant’s further performance. Florida courts recognize that the party who commits the first material breach generally cannot enforce the contract against the other side.
- Statute of Frauds: Certain agreements must be in writing and signed to be enforceable at all. Under Fla. Stat. § 725.01, that includes (among others) guaranties of another person’s debt, contracts for the sale of land, leases longer than one year, and agreements that cannot be performed within one year.
- Impossibility or Frustration of Purpose: Where an unforeseeable event destroys a party’s ability to perform — or destroys the very purpose the contract was formed to achieve — performance may be excused. These defenses are narrow and heavily fact-dependent.
- Setoff: The defendant asserts that any amount it owes should be reduced by amounts the plaintiff owes the defendant, whether under the same contract or related dealings.
- Waiver by Conduct: A party that repeatedly accepts late or nonconforming performance may be found to have waived strict compliance with the contract’s terms going forward.
By understanding these affirmative defenses, businesses in Florida can better navigate breach of contract claims and protect their interests effectively.
Frequently Asked Questions
What is an affirmative defense to a breach of contract claim?
An affirmative defense introduces new facts that defeat or reduce liability even if the complaint’s allegations are true. Florida Rule of Civil Procedure 1.110(d) lists the recognized defenses — including statute of limitations, statute of frauds, payment, release, waiver, duress, and fraud — and requires that they be raised in the defendant’s responsive pleading.
How long do you have to sue for breach of contract in Florida?
Five years for a contract founded on a written instrument (section 95.11(2)(b), Florida Statutes) and four years for an oral contract (section 95.11(3)(j), Florida Statutes). A claim filed after the applicable period is subject to dismissal on limitations grounds.
Which contracts must be in writing in Florida?
Under section 725.01, Florida Statutes — the statute of frauds — agreements that must be in a signed writing include guaranties of another person’s debt, contracts for the sale of land or an interest in land, leases longer than one year, and agreements that cannot be performed within one year.
What happens if a defense is not raised in the answer?
It is generally waived. Florida procedure requires affirmative defenses to be pleaded in the responsive pleading; a defendant who omits a defense usually cannot rely on it later, which is why the days immediately after service of a lawsuit are critical.
What is the “first breach” defense?
Prior material breach: if the plaintiff materially breached the contract first, the defendant’s further performance may be excused, and the plaintiff generally cannot enforce the agreement it broke. Whether a breach is “material” is a fact-specific question.
Does Capital Partners Law defend breach-of-contract lawsuits?
Yes. Capital Partners Law represents both plaintiffs and defendants in breach-of-contract litigation, and drafts and reviews business contracts, across Miami-Dade, Broward, and Palm Beach counties.
To learn more or speak with a knowledgeable Florida Business Attorney, contact Capital Partners Law today:
- Toll-free at (833) 7-CAPLAW
- Complete a New Client Intake Form (No obligation – an attorney will review your information and contact you to discuss your needs).
- Schedule a Free Consultation
This article is provided by Capital Partners Law for informational purposes only. It is not intended as legal advice and does not form the basis for an attorney-client relationship. If you need legal advice, please contact Capital Partners Law or another licensed attorney.