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Affirmative Defenses to Breach of Contract

The Law Office of Stephen Barker Feb. 8, 2024

Man tearing contractWhen you're involved in a breach of contract lawsuit, it's vital to bring forth as many legal defenses as possible to bolster your position.  

It isn't sufficient to merely deny any legal wrongdoing. You need to counter with valid arguments that substantiate your case. That's where affirmative defenses come into play. 

An affirmative defense doesn't aim to dispute the primary claims or facts of the breach of contract.  

Rather, it presents mitigating facts or circumstances that render the breach claim null.  

In essence, an affirmative defense helps argue the notion, "Even if I did breach the contract, the other party should not win the lawsuit."  

Common Affirmative Defenses to Breach of Contract

There are several affirmative defenses you can consider when faced with a breach of contract claim: 

  1. Oral Contract: It could be argued that the contract should have been in writing to ensure clarity and enforceability. However, in this case, it was not documented in written form. 

  1. Indefinite Contract: You may claim that the contract was never finalized or that the essential terms were never clearly agreed upon. This lack of agreement on crucial aspects makes the contract indefinite and potentially unenforceable. 

  1. Mistake: An assertion can be made that there was a mistake in the contract, which renders it invalid. Mistakes can include errors in the terms, calculations, or misunderstanding of the intentions of the parties involved. 

  1. Lack of Capacity: It is possible to claim that you did not have the legal capacity to consent to the contract, such as in the case of being a minor or mentally incapacitated. Contracts entered into by individuals lacking the necessary capacity may be considered void or voidable. 

  1. Illegality: An argument could be made that the contract is illegal due to its involvement in activities prohibited by law, such as drug trafficking or engaging in prostitution. Contracts that contravene existing laws are generally unenforceable and considered void. 

  1. Estoppel: It is possible to claim that one party agreed to a modification or waiver of the contract's terms and later overlooked or disregarded this agreement. This inconsistency in adhering to the contract's terms may give rise to a claim of estoppel, potentially affecting the enforceability of the contract. 

It's crucial to partner with an experienced lawyer who can assist you in presenting these affirmative defenses effectively. 

Examples of Applying an Affirmative Defense

To better understand the concept of affirmative defenses to breach of contract, let's look at a few case studies: 

Example1: Mistake in Contract 

Imagine a scenario where a local landscaping company and a homeowner enter into a contract for a property makeover. The contract states the company will revitalize the homeowner's garden for a fixed sum, with specific details regarding the types of plants, design layout, and materials to be used.  

However, upon completion, it becomes apparent that there was a significant error in the agreed-upon plans: the landscaping company used a plan for a different client with a similarly-named property. There was a mutual mistake in understanding which property plan was to be executed. 

The homeowner files for breach of contract, seeking restitution for the work that doesn't align with their original request. The landscaping company, however, raises the affirmative defense of mistake. They argue that neither party realized the plan being used was incorrect and that the mistake was genuine and material to the contract's performance.  

This mistake affected the essence of the agreement, as the outcome was vastly different from what was agreed upon. If the court finds that the mistake was mutual and materially affected the agreed-upon terms, the contract may be rescinded or reformed so that it accurately reflects the terms intended by both parties. The successful argument of this affirmative defense could potentially relieve the landscaping company from liability for the breach of contract. 

Example 2: Lack of Capacity

Consider the case where an 18-year-old college student, Jessie, is persuaded by a group of peers to invest in a "revolutionary" tech startup. Eager to make a mark in the business world, Jessie signs a contract to invest a sizeable amount of money received as an inheritance. Unbeknownst to Jessie, the contract contains many terms that are highly unfavorable and not clearly explained. Within months, the startup folds, and Jessie loses the entire investment. 

Jessie decides to sue for breach of contract on the grounds that the terms were not clear and were misrepresented. The defendants claim breach due to Jessie's failure to fulfill the contract's terms. However, Jessie's attorney counters with a "Lack of Capacity" defense, arguing that despite being legally an adult by age, Jessie was not capable of understanding the highly technical and complex nature of the investment and the associated risks due to lack of business experience and knowledge. 

Further complicating matters, it’s discovered that at the time of signing, Jessie was under medication that could impair judgment and comprehension. Jessie's lawyer presents evidence that the contract was signed while Jessie was unable to fully comprehend the ramifications due to this temporary incapacity, and therefore could not have given informed consent. 

If the court finds that Jessie lacked the capacity to understand and agree to the terms of the contract, it could rule the contract voidable. Consequently, Jessie may be relieved from the obligations of the contract and could potentially be entitled to a return of the investment.  

This example demonstrates how the affirmative defense of "Lack of Capacity" can protect individuals who enter into contracts without fully understanding the commitments being made or when they are not in a position to comprehend the implications due to age, experience, or temporary impairments. 

Get Serious Representation

If you're dealing with a breach of contract lawsuit, understanding and leveraging affirmative defenses can significantly strengthen your position. By raising valid defenses, you can challenge the claims made against you and potentially avoid unfavorable outcomes. 

At The Law Office of Stephen Barker, we're here to help navigate these legal waters. With our extensive experience in diverse areas of law, we provide the legal support you need. Don't hesitate to reach out to us today for a case review. 

From our firm in Boca Raton, Florida, we serve clients throughout Fort Lauderdale, Delray Beach, Boynton Beach, Deerfield Beach, Miami, and West Palm Beach.