Understanding Breach of Contract
What you have to prove when a contract is breached
A breach of contract occurs when a party to a contract fails to perform an obligation the contract imposes, without a legal excuse, whether that party fails to pay, fails to deliver or fails to honor a contract in some other way. To bring a claim in Florida, you have to show that a valid contract existed, that you performed your side or were excused from performing, that the other party materially breached, and that the breach caused you damages.
Each element gets tested, and the second one surprises people: a party who had already failed to perform usually can’t sue the other side for failing later.
Types of breach: material, minor and anticipatory
Not every breach is treated the same. A material breach goes to the heart of the bargain and lets the injured party stop performing and sue for the full loss. A minor one entitles you to damages for the shortfall but doesn’t excuse your own performance. An anticipatory breach happens when the other party makes clear before the deadline that they won’t perform, which allows you to act right away instead of waiting. Our article on what constitutes a material breach explains how Florida courts draw the line.
Remedies for breach of contract
The remedy depends on the type of breach and the harm resulting from the breach. Florida contract law is designed to compensate the injured party, not to punish the breaching party, and that principle shapes every remedy below. One that cost you money calls for damages; one that cost you a unique asset may call for something else.
Compensatory damages restore the injured party to where they would have been if the deal had been performed, covering the resulting loss, such as the lost profit on a deal or the cost of buying replacement goods at a higher price.
Specific performance asks the court to order the other party to do what they promised, and it’s most common in real estate, because no two parcels are interchangeable; a buyer who backs out of a home purchase, for instance, may be ordered to close or may forfeit the deposit.
Rescission unwinds the agreement and returns both parties to where they started, often with restitution of whatever was paid. In a breach of contract lawsuit, the injured party chooses among these; the other side doesn’t. Which remedy fits shapes the whole case, so it’s the first strategic decision we make together.
Deadlines to sue for breach of contract
Timing matters as much as the merits. Under Florida’s statute of limitations, a claim on a written contract must be filed within five years of the breach, a claim on an oral contract within four years, and a claim for specific performance within one year. The clock starts when the failure occurs, not when you decide to do something about it, and an installment agreement can start a new clock with each missed payment. Our guide on the statute of limitations for breach of contract goes into the exceptions.
Where a breach of contract lawsuit is heard
Where the case is heard depends on the amount in dispute. Claims over $50,000 in Orlando are filed in the Circuit Civil Division of the Ninth Judicial Circuit at the Orange County Courthouse; smaller claims go to county court, and claims under $8,000 can proceed in small claims. Most agreements also specify venue and whether disputes go to mediation or arbitration first, and those clauses are enforced.
Contract Disputes Can Arise: We Can Help
Whether the dispute is about an employment contract, a purchase contract, a commercial lease or a services agreement, our experienced contract attorneys can help you resolve a breach of contract dispute, in or out of court. Most of these cases settle, and a well-drafted demand letter that names the failure, states what you want and puts a date on it resolves a surprising number of them without a lawsuit.
When the other side won’t move, we file, and we’re prepared to take the case through trial. If money damages alone can’t make things right, we ask the court to order the breaching party to fulfill the contract instead. Contracts are essential to any functioning business, and so is the ability to enforce them.
Why Work With Legal Counsel, P.A.
Our law firm litigates contracts and drafts them, and a business lawyer who does both reads a contract differently. Richard Sierra is a commercial litigation and bankruptcy lawyer with more than three decades of experience handling and overseeing civil litigation for individuals, businesses and government agencies. Michele Diglio-Benkiran founded the firm and has practiced business and real estate law since 1999, so when a contract dispute involves a lease, a closing or a piece of property, the real estate side is handled in the same office.
We draft contracts as well as litigate them, which means we know where the ambiguities hide and how a judge is likely to read the terms of the contract.
Results matter, and so does knowing what the case will cost before you commit. We offer a free consultation, we’re candid about the value of a claim, and pay later options are available for clients who qualify.
Serving Orlando and Central Florida
We represent clients in contract matters throughout Orlando and Orange County, and across Central Florida from our Winter Garden, Orlando and Seminole offices, including Seminole, Osceola, Lake and Polk counties. Contract cases are part of our broader business litigation practice, which also covers non-compete violations, partnership break-ups and business torts.
