In today’s world, there seems to be a written contract for everything, but that’s not always the case.
Even if you don’t have a written contract, you may have rights under an oral contract. Our Miami unfair business practices attorneys can help you with either situation.
In Florida, a breach of contract claim is only valid if the following things exist:
- a valid contract;
- a material breach, meaning someone didn’t do what they promised; and
There are different types of breaches that can occur and lead to damages in an unfair business practices lawsuit: Minor Breaches and Material Breaches.
Whether that occurs is often an issue for the judge or jury to decide, unless there are specific terms in the contract that spell out what is material. For example, contracts often have a “time is of the essence” clause that may turn even the smallest breach of an obligation into a material breach. It is also important to remember that even if there is only a minor breach against you, you may still be able to file an unfair business practices lawsuit and get the court to require the other side to specifically do something or enter an order that tells the other side not to do something, which is called an injunction.
In addition to the spelled-out rights and obligations in the contract, Florida also recognizes a covenant of good faith and fair dealing in every contract. This means that all parties that are part of a contract need to act in good faith to fulfill their obligations to each other. Oftentimes, people and companies will engage in self-dealing and other unfair practices that violate this covenant. A breach of this covenant can be alleged in connection with any other breach of contract and may provide another avenue toward justice in an unfair business practices lawsuit.
Every contract is unique, and sometimes things that do not seem to be a contract are actually contractual in nature. For example, putting a dollar into a vending machine is a contract: You are promising to pay a dollar in return for a promise of food or drink. When that bag of chips gets stuck, it’s technically a breach of contract.
You probably wouldn’t sue for a stuck snack, but many of life’s traditional transactions are valuable enough that you should ensure that you’re protected. Before entering a contract or filing an unfair business practices lawsuit for a breach, you should ask yourself or an attorney some of the following questions:
- Is the contract in writing? Is the contract verbal?
Many people don’t know that a contract does not have to be in writing. However, Florida law requires that some types of contracts need to be in writing in order for someone to sue to enforce that contract. This is called the Statute of Frauds.
- Did I perform my promise(s)? Did they perform their promise(s)?
Depending on the situation, a party to a contract can recover even if the promise is not completed. Sometimes, a party can be excused from performing their promise if some unforeseen circumstances makes the contract impracticable or impossible to perform. Every situation is different, so you should contact one of our unfair business practices attorneys, who specialize in breach of contract, to analyze the consequences of breaching a contract.
- Are the terms of the contract unfair or illegal?
When breach of contract is the driving issue in an unfair business practices lawsuit, it’s not uncommon for courts to strike out unfair contract terms or render an entire contract void due to the nature of the contract or its conditions. For example, a contract signed by a minor is usually voidable by the minor, but in other situations it is enforceable. Some contract terms signed under significant distress can be avoided, while other terms can remain in the contract. And some contract terms, such as charging too high of an interest rate, are illegal.
- Is it a real estate contract? Is the contract for goods or services?
Real estate transactions must be in writing, but not all goods or services contracts must be in writing to be enforceable. Florida has specific rules for each type of contract, and hiring a Florida breach of contract lawyer is advisable before entering into any significant contract so that you can stay protected.
- What type of remedy am I looking to receive for the breach of contract?
Florida provides for different types of remedies that you can get after a breach of contract. You can get monetary damages that arise from the breach of contract or “equitable” remedies. Monetary damages award you the amount of money that would put you in the same position you would have been if the contract was not breached. These monetary damages include a type of damages called “consequential” damages, which are for things like lost profits. Those claims are sometimes barred by the contract, which can have a large effect on the potential recovery in the case.
Even if monetary damages are not high or possible, there are equitable, or fairness, remedies that the court can apply. For example, in an unfair business practices lawsuit, the court can rescind or set aside the contract if it finds that you were fraudulently induced into signing it. The court can also reform the contract—meaning change the terms or wording to reflect what the parties actually intended the contract to say—or order specific performance, which is when it makes the other side perform a particular act.
Depending on the contract, a number of remedy types are available in an unfair business practices lawsuit where a contract is breached:
Actual or Compensatory Damages
Actual or compensatory damages are meant to make the injured party financially whole to the extent possible. The idea is to restore the injured party to the place they would have been if the contract was performed.
Special or Consequential Damages
These damages result from the breach of the contract, but they are the type of damages that would not always occur if the contract was breached. For example, lost future profits are considered consequential damages.
Liquidated damages are a set amount of money spelled out in the contract that must be paid by a party who breaches the contract. Liquidated damages are usually available when the amount of the contract can be determined at the beginning from a fixed formula. It is important to remember that the liquidated damages clause in the contract may not be enforceable if a court considers the damages a penalty. That may occur when the stipulated amount far exceeds the reasonable damages for that type of contract.
Specific performance is an equitable remedy where the court tells the other side they have to do what they promised to do.
An injunction is an equitable remedy where the court tells the other side not to do something.
Reformation is an equitable remedy where the court changes the language of the contract to reflect the parties’ actual intended meaning.
Rescission is an equitable remedy where the court sets aside the contract.Back to Unfair Business Practices