All Breach Of Contract Defences (Affirmative & Other Contract Law Defenses)

Breach of contract defensesA breach of contract occurs when one or more parties don’t fulfill a written or oral agreement. Whether someone breaks part or all of the contract, the other parties have grounds to pursue legal action.

If someone does file a breach of contract claim, you have several options to defend yourself. Here are some of the most common breach of contract defenses.

What are the Possible Defenses to a Breach of Contract?

Breach of contract defenses fall under one of two categories: affirmative defenses or other breach of contract defenses. Some examples of affirmative defenses covered in this article are statute of limitations, fraud, duress, and contract mistakes. Some examples of common defenses are lack of a legal contract or unmet demands.

All Defenses to Breach of Contract Explained

When someone makes a claim that there was a material breach of contract, you can either go on the offense or defense.

An offensive reaction accepts you are the breaching party, but other factors make the lawsuit invalid. These defenses are covered under affirmative defenses.

Everything else is a defensive position, which attempts to prove that the purpose of the contract was met or that there was no contract to break. These will be covered under other breach of contract defenses.

List of Affirmative Defenses to Breach of Contract Claim

An affirmative defense is the most common means of defense in a breach of contract case.

You would use an affirmative case if someone were suing you for breaking a contract. Instead of proving you didn’t break the contract, you fully accept your role in breaking the contract.

Your defense centers around proving that the lawsuit itself is not valid because of no material fact, or you had legal grounds for breaking the contract.

Here are several specific affirmative defenses you might use in a State of Florida contracts lawsuit. Keep reading to learn more about each item and public policy on the breach of contract affirmative defenses list:

Statute of Limitations

When you claim statute of limitations, you are saying that the party suing for breach of contract is making their claim outside of the legal limit of time allowed for suing someone.

The breach of contract Florida statute of limitations, for example, is five years for most cases. If you can prove that the time between when you broke the contract to the time someone filed a lawsuit was outside of five years, you can no longer be sued.

If the contract was an oral contract instead of a written contract, the statute of limitations is just four years in Florida.

Statute of Frauds

If you claim fraud in your defense, you are claiming the other party hid facts or essential elements, caused a misrepresentation of essential terms, or manipulated you in a way to act outside of the contract. This action voids the contract as well as the lawsuit.

An example of fraud would be a party that pays a second party to turn down your services so that you are forced to create a contract with the first party.


When you claim duress, you are claiming that you did not sign the contract of your own free will. Instead, you were forced through physical restraint, blackmail, undue influence, or other means to sign the contract.

Mutual Mistakes

If you can prove the other party also broke the contract or made a mistake (a mutual mistake in contract law), you could void the contract. When both parties don’t uphold a contract, judges tend to question whether a valid contract was ever established in the first place.

For a mistake to be legal grounds for voiding a contract, you would also need to prove the other party knew about the mistake and willingly ignored the mistake.

The Contract was Illegal

You can claim you did not fulfill the contract because the terms or subject matter within the contract broke a law or policy.

For example, if you agreed to deliver goods to a certain location, then discover the address is in a location that doesn’t allow your goods – you can make a legal claim for why you didn’t deliver the goods.

The Task is Not Possible to Complete

On occasion, circumstances will change that affect the performance of the contract. This change can make the contract impossible to fulfill even if you wanted to. This causes the impracticability of the contract.

For example, if you agreed to perform a service on a vehicle but the other party sold the vehicle before you performed the service, your incapacity to fulfill the contract is a cause for voiding the agreement.

Frustration of purpose can also be a cause to void a contract due to lack of capacity to fulfill the contract.

Breach of Contract Already Outlined

Some contracts include directions for restitution in case a contract is breached.

For example, a contract may outline what would be paid if a party fails to deliver a service on time. You can’t be sued for further restitution if the other party already agreed to the terms in the contract.

A Resolution was Already Reached

If you and the other party already agreed on a resolution outside of the contract and you completed your part of the resolution, the other party can’t claim a breach of contract to claim further restitution.

Other Breach of Contract Defenses

If a defense does not fall under affirmative defense, it is counted as other contract law defenses. While affirmative defense cases admit you broke the contract, other contract law defenses prove that the contract was not valid in the first place. Because a contract isn’t valid, you didn’t breach any legal contract.

Here are four breaches of contract defenses:

No Contract was Offered

A formal contract is not in effect unless the intention was made known to both parties first. One party had to have made a formal offer outlining exactly what was expected and what would be exchanged for those goods. The offer needed to have been written clearly designating it as a formal contract.

The Terms of the Contract Weren’t Accepted

Once terms are outlined, all parties need to acknowledge they accept the terms. This can be done through a signature, verbal agreement, or digital acknowledgment.

The Contract Contains a Lack of Consideration

A contract requires a mutual exchange of goods or services – such as a payment for goods. A contract is void if it gives one party unequal bargaining power and the other party doesn’t receive anything in return. This causes the unconscionability of a contract.

No Loss or Damage Occurred

A breach of contract lawsuit requires a loss to have occurred in some way. Some examples are goods that were not delivered, payments not made on time, and services not delivered as expected.

To prove you didn’t breach a contract, you could prove that the goods, services, or payments were made as the contract outlined and no loss or damage occurred for the other party.

Need Help with Defense to a Claim of Breach of Contract?

We at Cueto Law Group are a law firm here to help you in any Florida breach of contract lawsuit. Our highly trained attorneys in the Florida practice areas are experts in contract law, contract disputes, business law, and real estate law. We offer an honest and trustworthy attorney-client relationship.

Talk to a lawyer today for legal advice about your options for breach of contract defenses.


Is a Breach of Contract Illegal?

A contract that is legally entered is a binding document, and any breach is considered an illegality. Anytime a party doesn’t fulfill part of the contract, the other party has grounds for legal action, except for cases of estoppel.

How are Breach of Contracts Usually Resolved?

If you don’t win your defense for a breach of contract, there are four common resolutions: pay back the damages, complete a task specified by the court in reparation, cancel the contract and return all payments, sign a waiver, or contract rescission.

What Must the Other Party Claim to Have a Breached Contract Case?

For someone to claim there is a breached contract, they first need to prove there was a legal contract, what was expected, how the other party didn’t fulfill those terms, and what damage or loss occurred.

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