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Florida Breach of Contract Overview


A contract is a private agreement between two or more parties. When you sign a contract, you agree to assume certain legal obligations that would not have otherwise applied to you (delivering goods by a certain date, for example). Breach of contract occurs when one party fails to meet their contractual obligations. 

When it comes to breach of contract, Florida statute dictates some rules, such as the deadline for filing a lawsuit. However, most of the law governing contracts has developed over time, through precedent set by other cases. That’s why it is important to have an experienced contract law attorney in your corner if you are dealing with a potential breach of contract.

Your attorney can help you understand how the law applies to your case and use their skill and experience to seek the best outcome for you.

What Counts as Breach of Contract in Florida?

Following are some examples of common breaches of contract:

  • Failing to pay rent on time;
  • Failing to deliver goods as agreed or to pay for goods;
  • Failing to fulfill an obligation to provide a service;
  • Divulging proprietary information covered by a confidentiality agreement;
  • Quitting a job and immediately going to work for a competitor, in violation of a non-compete agreement contained in an employment contract;
  • Misrepresenting the value of collateral used to guarantee the repayment of a loan; and
  • Announcing an intent not to fulfill obligations under a contract (anticipatory breach).

In some cases, a breach is clear. In other cases, you might need considerable litigation to determine whether a breach has even occurred.

What Are the Elements of Breach of Contract?

You must demonstrate several elements to prove a breach of contract. The Florida breach of contract elements are:

  • The existence of a valid contract;
  • “Material” breach of an obligation under the contract by the other party; and
  • Damages resulting from the breach.

These elements are the same in every US state.

The Existence of a Valid Contract 

Under Florida contract law, a valid contract must include the following:

  • One party made an offer and the other party accepted it;
  • Each party provided something of value to the deal (including enforceable promises), known as “consideration”;
  • The terms of the contract were reasonably certain;
  • None of the parties was incapacitated (under 18, insane, mentally ill, etc.);
  • The terms of the contract were legal;
  • The contract complied with the Florida Statute of Frauds, if applicable.

You cannot sue for breach of an invalid contract. However, if you provided value to the other party that it would be unjust for them to keep, you may be able to demand restitution.

Material Breach

A breach of contract can be minor or it can be “material” (major). A minor breach, such as delivering goods a day late, might not be a breach of contract. However, there is no magic formula for determining whether a breach is minor and when it is material—it depends on the circumstances. For example, delivering goods a day late might be a material breach if the goods were needed on a specific date for a specific reason.


One of the most important breach of contract elements in Florida is that the breach caused damages. If you can’t show you suffered damages from the breach, there is no purpose in filing a claim.

There are several types of damages that may result from a breach of contract. The most obvious would be any money the victim lost as a direct result of the breach. Additionally, the victim of a breach of contract is entitled to “expectation damages,” which means the benefit of their bargain.

If they stood to profit by $10,000 from the deal, for example, the breaching party must compensate with enough money to ensure that the breaching party ends up $10,000 ahead. When monetary damages are insufficient to make the victim whole, the court may order “specific performance”—that the breaching party complete their obligations under the contract.

When You Need Legal Help

When do you need a lawyer to handle a breach of contract claim?

  • Whenever a lot of money is at stake, even if a breach has not yet occurred;
  • Whenever you are suing someone, or they are suing you; and
  • Whenever you need someone to draft a contract that is so well-written that it will probably not end up in court in the first place.

It is a good idea to keep in contact with a lawyer who you have become familiar with, so you can ask questions when an issue arises.

We Offer Forward-Thinking Solutions

If you are facing a Florida breach of contract situation, or if you simply need to understand more about how to comply with Florida contract law and your own contractual obligations, contact the Florida breach of contract lawyers at Emmanuel Sheppard & Condon. It is better to seek assistance early than to end up in contract litigation, and we are ready to guide you through the Florida breach of contract law maze.

Call us 24/7 at 850-204-8507 or contact us online for a free consultation.