Contracts exist is almost every facet of life, especially when buying or selling goods or services. In Florida, contracts for a good, such as a boat or a car, may come with certain obligations that are not expressly mentioned in the contract. For example, in a contract for the sale of goods, unless the seller makes it clear that the sale is “AS IS,” the seller promises that the goods work as they should and are not broken. When either party to a contract fails to perform his or her obligation, whether express or implied, there may be a legal claim for breach.
Each type of contract has its own unique requirements for claiming breach of contract. A breach of an implied-in-fact contract may be different than breach of an implied-in-law contract. Likewise, breach of an international sale of goods may be different than breach of an international contract for services. Likewise, each jurisdiction has its law on what constitutes a claim for breach of contract. A contract governed by Delaware law may have different elements of breach than a contract governed by Florida law.
There is also more to a legal claim of breach of contract than the actual breach of the contract. For example, a breach of contract claim in Florida legally arises when three things occur. First, a contract must exist. Second, a breach of contract must occur. Finally, there must be damages as a result of the breach. Note, the second element, the actual breach by one party, is only one part of the legal claim for breach.
Each of these three elements also comes with its own set of sub-elements that must be shown. Under the first element, for example, the contract that exists must also be deemed valid by a court, which depends on the particular set of circumstances around which it was entered. For example, a seemingly valid written contract court may be deemed invalid if a court finds there was a lack of consideration—a requirement that has nothing to do with the written document itself.
Under the second element, for example, while it may be clear to you that the contract was breached, it may be unclear to a court as to who breached the contract. For instance, the buyer may accuse a seller of breaching a contract and thus refuse to pay the negotiated price under the contract. In fact, if a court finds that under the particular circumstances the seller actually did not breach the contract, then the buyer may be the breaching party and owe damages to the seller for his failure to pay.
Finally, under the third element, it may be clear that one party incurred damages following the breach of a valid contract, but a court may find that the damages were not the result of the breach itself. For example, suppose a seller fails to deliver goods that the buyer paid for under a contract. If the failure to deliver was caused by a hurricane, the seller may have the valid excuse that an Act of God caused the buyer’s damage.
A business law attorney is best suited to help you understand the contract you’ve entered and whether you or the other party has breached it.