When two parties enter into a contract, and one of the parties fails to fulfill its obligations under the terms of the contract, a breach of the contract occurs. This means that a breach has occurred when one party has failed to honor the terms of the agreement.

To determine whether a breach of contract occurred, the first question is whether the parties have entered into a valid contract. While contracts are typically in writing and signed by both parties, oral contracts can be enforceable in Florida in certain instances.

It is important to hire a lawyer to first determine whether the parties have entered into a valid and enforceable contract. An experienced contract attorney can also help determine whether a breach has occurred, whether there are any available defenses to the breach, and whether any damages have occurred from a result of the breach.

If you believe you have a breach of contract claim – or if you are being sued for breach of contract – then you should contact a Florida breach of contract lawyer to review your case.

What Is a Breach of Contract?

In Florida, a “breach of contract” occurs when a party fails to perform or violates the terms in a contract.

Typical examples of a breach of contract include failure to deliver goods on time, failing to provide services, or failing to remit payment on time.

Parties to a contract can include both individuals or businesses.

Breach of Contract Elements

It is important to initially determine whether a valid agreement exists under Florida law.

Under Florida law, the elements of a breach of contract claim are (1) a valid contract, (2) a material breach of that contract, and (3) damages. A material breach occurs only when an injured party has sustained a substantial injury due to the breach. The injured party may only recover if the damages are a proximate result of the material breach.

In order to bring a breach of contract claim, it is important to attach a copy of the written contract or otherwise incorporate the terms of the contract in the complaint. The Florida Rules of Civil Procedure provide that all contracts upon which action may be brought or defenses made shall be incorporated in or attached to the pleadings. A complaint based upon a written instrument thus does not state a cause of action until the contract or an adequate portion is attached to or incorporated in the complaint. When a party fails to attach or incorporate the documents upon which the claim rests, the pleading is deficient and subject to dismissal. This means that a copy of the contract should be attached or incorporated into your complaint.

Further, in breach of contract actions, it is necessary that the plaintiff allege the elements of the contract with enough precision that the person against whom the plaintiff can properly defend himself.

Is the Contract Valid?

The easiest way to prove a valid contract exists is if the parties have entered into a written document.

Generally, contracts can be either oral or written. However, there are certain contracts which do need to be in writing in order for the contract to be enforceable by Florida courts. For example, Florida’s “statute of frauds” requires certain contracts be in writing by the party sought to be charged in order for a plaintiff to bring a valid claim. A contract for the sale of land is an example of a contract which falls within Florida’s statute of frauds.

An experienced contact attorney can determine whether you have entered into a valid contract. Even if you do not have a valid contract, there are other possible causes of action which may be available to you.

What Breach of Contract Remedies Are Available in Florida?

Rescission

Plaintiffs can use rescission to effectively “undo” a contract that has been breached.

Under Florida law, equity will not usually order rescission unless the condition of the parties may be restored as it existed prior to the execution of the contract. Further, a court may not exercise its equity powers when there is an adequate remedy at law.

Damages

There are various types of damages which may be available. For instance, compensatory damages can be sought by the party who has been harmed due to the breach of contract. General damages cover what the plaintiff actually lost. Special damages cover indirect losses caused by the breach of contract. Liquidated damages may also be available in certain instances.

What Breach of Contract Defenses Are Available in Florida?

If you have been sued for breach of contract, there are certain defenses which may be available to you.

Certain defenses which may be available to you include, but are not limited to:

• The plaintiff failed to perform its obligations first and therefore committed the first breach of the contract, which discharges the defendant from any obligations under the agreement.
• The terms of the contract are impossible to perform, and the lawsuit thus fails due to impossibility of performance.
• The contract fails due to a frustration of purpose.
• The plaintiff has failed to satisfy conditions precedent by failing to establish it performed under the terms of the contracts.
• The plaintiff failed to provide the requisite default notice set forth in the agreement.
• The plaintiff is limited to the terms of the contract it executed and cannot bring claims for alleged breaches outside the written terms of the contract.
• The plaintiff has failed to show it performed under the terms of the contracts,
• The plaintiff breached the implied covenant of good faith, commercial reasonableness, and fair dealing.
• There is a lack of consideration.

Hire a Breach of Contract Lawyer in Florida

If you believe you may have a breach of contract claim – or if you need to defend yourself against a breach of contract claim – it is important to contact an attorney. Contact our experienced Florida Breach of Contract lawyers today.

Our team at Battaglia, Ross, Dicus & McQuaid, P.A. have extensive experience that can help you in every step of the legal process from breach of contract remedies to defending you in court.

Contact us today to schedule a free consultation.

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Understanding Different Legal Structures

1. Sole Proprietorship

Advantages:

• Complete control over all decisions.
• Simple setup process with minimal legal formalities.
• Direct claim to all profits.

Disadvantages:

• Unlimited personal liability for business debts and obligations.
• Difficulty in raising capital from investors.
• Business continuity relies on the owner’s presence and involvement.

2. Partnership

Types of Partnerships:

• General Partnership: All partners share equal responsibility and liability, can make decisions on behalf of the business, and have unlimited personal liability for business debts.
• Limited Partnership: Consists of general partners who manage the business and bear unlimited liability, as well as limited partners who contribute capital but have limited liability.

3. Limited Liability Company (LLC)

• Personal Asset Protection: Members are not personally liable for the company’s debts or legal obligations.
• Tax Benefits: LLCs can choose how they wish to be taxed—either as a sole proprietorship, partnership, or corporation—potentially leading to tax savings.

4. Corporation

• C Corporations: Subject to double taxation—once at the corporate level and again on dividends to shareholders. No limit on the number of shareholders or type of investors.
• S Corporations: Income passes through to shareholders, avoiding double taxation. Limited to 100 shareholders, all of whom must be U.S. residents or citizens.

5. Cooperative

How Cooperatives Operate:

• Member-Owned: Members contribute to and control the business.
• Democratic Decision-Making: Each member usually has one vote, regardless of their investment in the cooperative.
• Profit Distribution: Profits are distributed among members based on their participation or usage of the cooperative’s services.

Benefits for Members:

• Shared Control: Members have a direct say in the business operations.
• Economic Participation: Members benefit financially from the cooperative’s success.
• Community Focused: Often, cooperatives aim to serve the needs of their members and community rather than maximizing profit.

Factors to Consider When Choosing a Legal Structure

1. Liability Protection

• Sole Proprietorship: The owner faces unlimited personal liability.
• LLC: Offers personal asset protection, shielding owners from business debts.
• Corporation: Protects shareholders from personal liability, making it a safer choice for riskier ventures.

2. Tax Implications

• Sole Proprietorship: Income is taxed as personal income.
• Partnership: Profits and losses pass through to individual partners.
• LLC: Can choose between being taxed as a sole proprietorship, partnership, or corporation.
• Corporation: C Corporations face double taxation, while S Corporations avoid this but have ownership restrictions.

3. Control Over Operations

• Sole Proprietorship: The owner has complete control.
• Partnership: Requires agreement among partners for decisions.
• Corporation: Decisions are made by a board of directors, which can limit individual control.

4. Administrative Complexity

• Sole Proprietorship and Partnerships: Easier and cheaper to set up.
• LLC and Corporations: Require more paperwork and adherence to regulatory requirements.

5. Future Growth Goals

• Sole Proprietorship and Partnerships: May struggle to raise capital.
• LLC and Corporations: Easier to attract investors and expand operations due to their structured frameworks.

Comparing Business Entities: Pros and Cons at a Glance

Sole Proprietorship

Partnership

Limited Liability Company (LLC)

Corporation

Cooperative

The Role of a St. Petersburg Business Attorney in Your Decision-Making Process

• Local Expertise: A St. Petersburg business attorney with local expertise specializes in the intricacies of business law within St. Petersburg, providing insights that go beyond generic advice.
• Navigating Regulations: They help you navigate local regulations, ensuring compliance and avoiding potential pitfalls. This can save you time and money.
• Personalized Guidance: Attorneys provide tailored advice based on your specific business needs, considering factors like liability protection, tax implications, and growth potential.

How Our Law Firm Can Support You Throughout This Journey

• Personalized solutions: We tailor our advice to align with your long-term business goals.
• Comprehensive services: From initial consultations to the final implementation, we guide you through each step.

• Detailed analysis of your business model
• Customized legal advice on entity selection
• Ongoing support as your business evolves, whether it’s during business closures and openings or navigating essential services activities and businesses in Pinellas County

Contact Us Today for Tailored Legal Guidance!

Why Choose Us?

• Proven Track Record: Our firm has a history of success in helping businesses navigate St. Petersburg’s competitive landscape.
• Dedication: We are committed to the long-term success of our clients, providing comprehensive legal support every step of the way.

Award-Winning Attorneys at Battaglia, Ross, Dicus & McQuaid, P.A.

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What is Contract Reformation?

• Contract Reformation is the act of re-writing or editing a written contract to resolve an issue caused by the existing contract document.
• It is used when a mistake in a contract has led to a misunderstanding or other issue in the performance of a contract between parties.
• For example, if both parties overlooked the mistake originally but have now noticed it and want it resolved.
• A reformed contract is the term given to a contract that has been rewritten or edited to correct a flaw.

How Does Contract Reformation Work in Florida?

• Florida law allows for contract reformation if there is evidence of a mistake of fact or law in a legal document. The edits must conform to the intent of the original parties.
• Reformation only corrects errors to meet the true terms. It does not seek to interpret language, such as in case of misinterpretation.
• The court does not make the amendment, but determines the intent of the parties, to correct the language which can then be fixed by a contract lawyer.
• It applies to many types of contracts, from business agreements to wills and trusts.

How Can I Make a Contract Reformation in Florida?

• The complaint must allege a ‘cause of action’, by stating:
  • Facts about the creation of the document
  • Its language and the language intended by both parties
  • The mutual mistake
  • How will the performance under the reformed contract be affected?
• This final point is the most important, because if there are no concrete changes then the court won’t grant reformation.
• This must all be proven with clear and convincing evidence.

When Is Contract Reformation Needed?

Contract Mistakes (Classical Fact Scenario)

• If a mistake occurred in the contract, that both parties agree was a mutual one, then reformation can occur.
• One party cannot use this as a mistake to excuse their lack of performance; both sides must agree there was a genuine mistake in the contract document.
• For example, if the contract said a product must be delivered by 2027, when actually both parties meant it to be for 2026, then that would be a mistake that could be reformed.
• With evidence of this, there is jurisdiction to reform the document to meet the intentions and agreement of both parties.
• Contract mistakes require the assistance of an experienced Pinellas County contract lawyer.

Inequitable or Fraudulent Conduct (Black Letter Scenario)

• If one party has behaved fraudulently or inequitably in a contract agreement, then contract reformation may also be required.
• For example, if a provided false information in the contract, or withheld critical information then the other party could argue to a court that the documents should be amended.
• Clear and convincing evidence is required.

Missing Signatures

• Contract reformation can also be used to add missing signatures.
• For example, in Tri-County Produce Dist. Inc. v. N.E Production Credit Assn., 160 So. 2d 46, 49 (Fla. 1st DCA 1963).
• In this case, the court set a precedent for the addition of signatures which were accidentally omitted.

Does Contract Reformation Create a New Contract?

What Do I Do If The Other Party Doesn’t Agree on a Mistake?

• What Constitutes a Breach of Contract in Florida?
• How to Defend a Breach of Contract Claim
• Consequences of Breaches of Commercial Real Estate Contracts

Keys Examples of Contract Reformation Cases in Florida

• Schroeder v. Gebhart (825 So. 2d 442, Fla. Dist. Ct. App. 2002): Reformation of a trust after the settlor’s death.
• Smith v. Royal Automotive Group, Inc. (675 So. 2d 144, Fla. Dist. Ct. App. 1996): Reformation where a court approved the reformation of a written instrument to meet the parties’ intentions.
• Florida Masters Packing v. Craig (739 So. 2d 1288, Fla. Dist. Ct. App. 1999): Reformation of a deed due to mutual mistake.
• Zibell v. Chan (535 So. 2d 708, Fla. Dist. Ct. App. 1988): Example of the limitations of claiming reformation without notice.
• Rucks v. Ansin (198 So. 2d 662, Fla. Dist. Ct. App. 1967): Reformation of deeds.
• Megiel-Rollo v. Megiel (162 So. 3d 1088, Fla. Dist. Ct. App. 2015): Trust reformation.
• S. Bank v. Engle (311 So. 3d 197, Fla. Dist. Ct. App. 2020): The importance of proving a mutual mistake and the intent for reformation.

Hire a Contract Lawyer in Pinellas County and Hillsborough County, FL

Free Assessment

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You should take action to defend a breach of contract claim quickly, with the help of a Florida contract lawyer. If you delay, you may be prevented from using these defenses in the future.

What Are Breach of Contract Claims?

Breach of contract claims are legal claims made against a party for violating agreed-upon terms and conditions of a legally binding contract.

Contracts are binding and hold up in a court. If proven that the contract has been breached, the party that has suffered damage can usually recover their losses and what they were originally promised. A breach of contract is not a criminal offense, or tort. Punitive damages are rarely awarded.

The Key Factors of Breach of Contract

There Must Be a Valid Contract

Firstly, there must have been a valid contract in the first place by meeting the following requirements:

• A party made an offer
• The other party accepted the offer
• Both parties considered the contract and offer;
• There were clear contract terms
• Both parties had the capacity to enter the contract
• The contract terms were legal

Common Examples of Breach of Contract Claims in Florida include:

• The failure to pay the money agreed upon;
• Failure to complete work by a deadline;
• Not completing work or providing a product to the quality promised in the contract;
• Failure to deliver or provide a product or service;

What to Do Next to Defend a Breach of Contract Claim?

Contact a Contract Lawyer

It’s almost always not sufficient to simply deny the breach of contract claim. You’ll need to respond with justifiable evidence and arguments for your actions (or lack of actions).

The first thing you should do is contact a Florida contract lawyer. Delaying only gives the other party the upper hand. We welcome you to contact our experienced and highly-rated lawyers today for a free consultation.

You can defend a breach of contract claim in Florida by making as many alternative defenses as you want. But you must have a convincing argument with evidence. Saving old emails, letters and paperwork are advised.

Affirmative Defense to a Breach of Contract Claim

Defenses to breach of contract claims in Florida are called ‘affirmative defenses‘. They are raised by the defendant and, if the dispute goes to trial, must be proven by the defendant.

These defenses do not argue the fact that there was a breach of contract. Instead, they argue that there were circumstances and justified reasons behind the breach. The success of these defenses is significantly impacted by the imagination and skills of your contract lawyer.

Here are some common examples of how to defend breach of contract claims in Florida:

Indefinite Contracts

An indefinite contract is where the terms were never agreed upon. In this case, the contract was not considered final, or the essential terms were not present. Indefinite contracts can be considered unenforceable.

For example, it may not be clear in the contract how long it should last or what the specifics of the service were.

Contract Mistakes

You may be able to claim that a mistake to an essential fact in the contract was made by both parties. For example, both parties made mutual mistakes regarding the date that the service was supposed to be provided. However, this can’t be used to defend a mistake in judgment by one party.

You Didn’t Have the Capacity to Sign the Contract

Both parties must have the capacity to sign a contract. If you lack capacity (such as not being able to understand the deal), then the contract may be invalid.

A common example where this happens is when it involves minors or people with mental incapacities or illnesses.

Fraud

Contracts involving fraud, such as lies, duress, or undue influence are invalid. If you can prove this happened to you, then you can get the breach of contract claim dropped.

For example, a real estate agent was being paid by the seller to advise you to purchase a property.

Unconscionable Contracts

Contracts that are considered ‘grossly unfair’ are called ‘unconscionable’ and can be used as defenses to breach of contract claims. Contracts such as these often involve one party taking advantage of their power by forcing obscene clauses, waivers, or unfair conditions on the other.

Estoppel

If a party excuses you from a term of the contract, but then claims you breached it for the term excused, then you defend the claim by proving so.

For example, if a real estate developer tells a contractor to ignore a deadline, but then comes back and says it was ignored, then they can claim ‘estoppel’.

Illegal Contracts

If the agreement in the contract is illegal, then the contract is void. For example, if it involves tax violations or the bypassing of legal obligations for the service (such as contractor licensing) then you can claim it is illegal.

However, sometimes the illegal part of the contract may be separated from the rest by the court.

Possible Remedies for Breach of Contract Claims in Florida

If there is a valid breach of contract in Florida, then you will need to find a remedy for the situation. These include:

Rescission

Rescissions effectively undo the contract. For example, if the contract was for the transfer of goods from one party to the other (upon payment), and the transfer never happened, then the plaintiff could ask that the contract is reversed so they don’t have to pay.

Damages

Compensatory damages can be agreed upon to compensate the party who has suffered as a result of the breach of contract.

• General damages cover the actual value the plaintiff lost. Such as the difference in value between what they were expecting to pay and what they’ll need to pay someone else to complete the order or service.
• Special damages cover losses that were indirectly caused by the breach of contract action. Such as the loss of profits for goods they could have sold.
• Punitive damages aren’t usually used in breach of contract cases, unless the breaching party committed a particularly damaging act such as fraud.
• The non-breaching party should also take steps to lessen their damages.

Contact a Florida Contract Lawyer Today

If you’re being sued for breaching a contract in Florida, then our Florida breach of contract lawyers can help.

Caitlin Szematowicz at Battaglia, Ross, Dicus & McQuaid, P.A. has extensive experience that can help you in every step of the sale, from breach of contract remedies to defending you in court.

Contact us today to schedule a free consultation.

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What Is Probate?

What Is a Probate Lawyer?

Do I Need a Probate Lawyer in Florida?

To Overcome The Technical Hurdles

To Avoid Family Conflict

If a Family Member is Making Threats

Determining Beneficiaries

Challenging the Validity of a Will

• A lack of signing formalities.
• If the person who made the Will lacked proper mental capacity when it was signed.
• Undue influence
• Fraud

Creating Estate Plans

Surviving Spouses

Creditor Claims

Probate Attorney When There Is a Will

Probate Attorney When There Is No Will

Should We Use Summary Administration If Available?

• The Will leaves property to many beneficiaries, who would each have to sign a contract to sell the property and other related papers.
• The beneficiaries include minors, so guardianships may need to be set up until they’re adults. However, with a probate attorney, you may be able to avoid that through the Florida Uniform Transfers to Minors Act.
• If a beneficiary is uncontactable, then summary administration cannot work without their presence. Probate, however, can.
• If a beneficiary refuses to cooperate, formal administration will likely be required, improperly filing summary administration may actually lengthen the probate process.

Is It Too Late to Start Probate?

Do I Need to Appear in Florida To Probate an Estate?

Hire a Probate Attorney in Florida

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Why Do Parties Breach Commercial Real Estate Contracts?

• Retail spaces
• Office buildings
• Hotels and resorts
• Malls
• Restaurants and bars
• Healthcare facilities
• Industrial/Warehouse
• Manufacturing

• Legal complications with the deed or title of a property
• External or internal damage to the property
• A party other than the seller has partial ownership
• The buyer experiences financial issues
• The seller decides they want to keep the property
• The seller receives a higher offer

Remedies Available for Those Affected by the Breach of Contract

• Sue the seller for damages
• Terminate the real estate contract
• Insist on a return of the deposit
• Demand specific performance such as the completion of the sale

• Keep the good-faith deposit
• Terminate the contract entirely
• Sue the seller for damages
• Insist on specific performance

What Is Specific Performance?

• Signing the real estate contract
• Signing the deed
• Delivering the deed to the buyer

Which Monetary Damages Could Be Available?

Contact an Experienced St. Petersburg Real Estate Attorney for Help Today

• Providing legal advice and guidance
• Negotiating a sale or purchase
• Ensuring legal validity of the contract
• Analyzing a contract and flagging up any inconsistencies
• Handling title insurance matters
• Facilitate the closing

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Download Contract

*(Please note that since the posting of this blog there have been additional changes in the 2021 version of the Far-Bar “AS IS” Residential Contract for Sale And Purchase. For more information on the changes you can read this blog here. For a copy of the new draft: Download 2021 Draft.)

The Parties

In the first part of the contract you will need to identify the parties to the agreement. This MUST include the legal name of the Seller as it appears on the title of the property and the legal name of the buyer. The biggest pitfall with this area of the contract is that people tend to leave co-owners off of the agreement or mistakenly substitute a person with a trust or a legal entity. To correctly fill out this area, you should refer to the prior deed or “vesting deed” and use the name of the “Grantee” on such deeds. If the property is owned by multiple parties, all parties must be listed on the document (and must eventually sign at the bottom). If the property is owned by a trust, the legal name of the trust must be listed in this area.

Section 1. Property Description

In this section you will identify the property. You need to be careful to tediously identify exactly what you will be purchasing. This area should include the street address, the county, the parcel ID #, and the legal description. Pay careful attention to the legal description and make sure that what you are putting on the contract matches the legal description of the property being sold or acquired. Section 1(d) & (e) pertain to “Personal Property” meaning appliances, window treatments etc. You should review the list of items in the contract. You will need to add or delete items of Personal Property that will be included or excluded from the sale. Please do not assume that something “goes with the house.” If it is not specifically listed, please add it to the contract.

Section 2. Purchase Price

In this area you will list the purchase price, escrow deposit, and financed amount. For sellers, I recommend getting a significant amount of money down that will be “non-refundable” after the inspection period has passed. This will keep the buyer honest and help ensure that after the inspection period has passed that buyer will close.

Section 3 & 4: Time for Acceptance and Closing Date

This area of the contract is fairly straightforward. The only advice I would offer is to be realistic about these deadlines. If the parties are unable to fully execute the contract before the deadline laid out in 3(a), the contract will become “stale” and will need to be revised and re-executed. This can cause undue delays and be quite irritating. As for choosing a closing date, please be realistic about how much time the parties will need to close. If a buyer is seeking financing, I recommend a closing date approximately 45 days from the date the contract is signed.

Section 7. Assignability

This is a somewhat complex component of the contract. Assignability means that Buyer has the right to assign all of his/her/its rights under the contract to another party who will stand in the shoes of the original Buyer. This new party has all rights the Buyer originally had. The question is, is this allowed at all or will Buyer remain responsible for fulfilling the contractual duties after the assignment has been completed. Sellers should be wary of allowing buyers to check the first box of the contract which allows buyer to assign the contract and be released from liability. This could be used to “flip the contract” or it could be used nefariously to assign the contract to a judgment proof person who has no ability or intention to close. If you are going to allow assignment, Sellers should insist that Buyers remain liable so you would check the second (2^nd) box.

Section 8. Financing

In this section, the parties will indicate whether the Buyer will pay cash or whether there will be some type of financing. If the Buyer elects to pay cash there will be no “financing contingency.” If Buyer elects financing, Buyer’s obligation to purchase the Property will likely be contingent upon Buyer obtaining financing. Seller should insist that Buyer fill out Section 8 in its entirety meaning listing whether the loan will be conventional, FHA, VA, how long they have to be approved, how many years will the loan be, at what interest rate, how much will be financed. Sellers should also consider whether these numbers are realistic. The last thing that Seller wants is to waste time off of the market for financing that will never get approved because Buyer is seeking 98% financing; I recommend keeping this number around 80% at most.

Section 12. Inspection Clause

This section of the contract is one of the most well-known and focused upon areas. This clause will give Buyer the right to walk away from the deal and receive a return of Buyer’s deposit for any reason. Specifically, this section states that: “if Buyer determines, in Buyer’s sole discretion, that the Property is not acceptable to Buyer, Buyer may terminate this Contract . . .” This is a very powerful language. For this reason, Sellers will want to limit this time period as much as possible. Industry standards generally provide for a 10 – 15 day inspection period in a residential deal.

Signatures

The last section of this Contract that I will discuss is the signature area. Please make sure that all owners of the property and all buyers sign this contract. Also, for entities and trusts, you need to make sure that you have individuals with signing authority execute on behalf of the entity or trust. For a Corporation, this is the President, for an LLC the Manager, for a Trust the Trustee.

If you have any further questions regarding the FAR BAR “AS IS” contract, please contact Andrew R. Pardun.

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