In the state of Florida, a breach of contract occurs when a party to a contract fails to perform one or more of their contractual obligations.  This can include the failure to pay on time, failure to complete a job or deliver goods by a specified time, substituting inferior products, and much more. A breach of contract can occur between big businesses, small businesses, and even individuals. 

A breach of contract can leave you in a bad position; in some cases, should the other party also default you may be left clambering to minimize any financial risks and damages.  

If you’ve relied on a contract and the other party breaches it, you may have a legitimate claim. You’ll want to speak with an experienced contract attorney who can help determine what to do next in your unique circumstances.


Common Elements of a Contract Breach 

While contract types can vary, the typical elements of a breach of contract include:  

  1. The existence of a valid contract 
  2. That contract was breached 
  3. The contract breach caused damages

Did You Have a Valid Contract? 

Before determining whether there was a breach, you must prove that a valid contract exists. Valid contracts in Florida must include the following elements: 

  • An offer was made by one party 
  • The other party accepted that offer 
  • Both parties gave consideration, and there was enough certainty in the central contract terms 
  • All parties had the capacity to enter the contract 
  • The terms of the contract were legal


Some, but not all, contracts must be in writing and signed by the party who would be the defendant to be enforceable. These contracts generally include:   

  • Answering for the debts of another
  • Made in consideration of marriage 
  • Involving the transfer of interest in land 
  • Which the parties cannot perform within one year from the contact date


What are Florida’s Breach of Contract Elements? 

After proving you have a valid contract and that it was breached, you’ll need to show it caused damages. To receive financial recovery, the plaintiff must prove the following: 

  1. That the plaintiff performed all, or substantially all, of the essential conditions required by the contract, or the plaintiff was exempted from performing those conditions. 
  2. All conditions required by the contract for the defendant’s performance had occurred. 
  3. The defendant failed to execute essential functions which the contract required, or the defendant performed an action that was prohibited by the contract, and that prohibition was essential to the contract. 
  4. The plaintiff was harmed by that failure. 


In short, the plaintiff must show they fulfilled their obligations while the defendant had everything they needed to fulfill their obligations, but failed to do so.


What is a Material vs. Non-Material Breach? 

When a breach occurs that has a substantial impact and the integrity of a contract is destroyed, it constitutes a material breach.Material breach typically absolves the other party from completing their contractual obligations, and can respond with a suit for damages of the total contract.  

If the breach is associated with something minor like a typo, administrative mistake, or accident, that would be a non-material breach. In this instance, the injured party can sue only for damages incurred. Once the breach is resolved, the injured party must perform their contractual obligations less any damages.


Contact the Business Litigation Attorneys at The Frazer Firm for a Consultation Today

In Florida, the statute of limitations for most breach of contract lawsuits is five years. However, we should note that for an oral contract it is four years. Finally, an action seeking specific performance of a contract is subject to a one-year statute of limitations.    

If you believe you have a Florida breach of contract claim, contact the business litigation attorneys at The Frazer Firm who have extensive experience in protecting contractual rights. Learn more or schedule a consultation with our attorneys today.


More Articles

The Role of Preemptive Legal Strategies in Mitigating Litigation Risks

Litigation can disrupt business operations, drain resources, and tarnish your company’s image. As such, you might be wondering what steps…

Get Caught Up: New Requirements for Businesses in Florida 2024

The landscape for businesses in Florida is shifting in 2024, thanks to the introduction of the Corporate Transparency Act. This…