Call for a free case evaluation
Review 5/5

Find the resources you’re looking for:

Caitlin's Recent Posts

Practice Areas




What Constitutes a Breach of Contract in Florida?

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.

Common 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?


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

The fundamental requirements necessary to state a cause of action for rescission are: (1) the character or relationship of the parties; (2) the making of a contract; (3) the existence of fraud, mutual mistake, false representation, impossibility of performance, or other ground for rescission or cancellation; (4) the party seeking rescission had rescinded the contract and notified the other party to the contract of such rescission; (5) the moving party has received benefits from the contract, he should further allege an offer to restore these benefits to the party furnishing them, if restoration is possible; and (6) the moving party has no adequate remedy at law.

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.


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 St Petersburg, FL

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.

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.

Sharing is Caring!


Sharing is Caring!

Free Consultation

Fill out the form below and we will get back will you shortly.  Fields labeled with an asterisk are required.

    Contact Caitlin

    Fill out the form below and I will get back with you as soon as possible.

      Search Our Website

      Enter some keywords into the search bar below and click the search icon