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Affirmative Defenses to Breach of Contract Claims in Florida

Affirmative Defenses to Breach of Contract Claims in Florida

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:

  1. 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.
  2. Contains mutual consideration – i.e. imposes obligations to perform or abstain from certain actions.
  3. Involves legally capable parties – i.e. the parties to the contract must generally have the mental capacity to understand the terms of the contract.
  4. 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:

  1. The existence of a valid contract between the parties.
  2. Fulfillment (or excused non-fulfillment) of contractual obligations by the plaintiff.
  3. Satisfaction of all conditions necessary for the defendant’s performance.
  4. Failure by the defendant to fulfill essential contractual obligations or engagement in prohibited actions.
  5. Damages incurred as a result of the breach.

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 acknowledges wrongdoing by the defendant but presents evidence to justify or explain their actions. 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

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:

  1. Statute of Limitations: In Florida, the statute of limitations for filing a breach of contract claim is typically five years for written contracts and four years for oral contracts. The defendant can assert this defense by demonstrating that the plaintiff failed to meet the applicable deadline.
  2. 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.
  3. 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.
  4. 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.

By understanding these affirmative defenses, businesses in Florida can better navigate breach of contract claims and protect their interests effectively.

To learn more or speak with a knowledgeable Florida Business Attorney, contact Capital Partners Law today:


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.