Contract Disputes

Contracts are at the heart of business operations, whether the business is a proprietorship or a multinational conglomerate. Businesses use legal agreements to lease factory and office space, obtain equipment and supplies, hire employees, and provide goods or services to customers, among a wide range of other operations.

Contract disputes are inevitable. When they are not efficiently resolved, however, disagreements can become lengthy, costly, and aggravating court fights. 

That is where we come in. At Gonzalez Law, each Miami contract dispute attorney at the firm is here to help businesses resolve contract disputes and a wide range of other legal issues. We are skilled negotiators with a track record of successful results for our clients and seasoned litigators ready to go to trial when necessary to protect their rights.

Contract Breaches

A contract, at its core, is a set of legally binding promises made by two or more parties. One party often commits to performing under the contract, like a vendor pledging to provide certain equipment by a specific date, while another promises to pay a certain amount in exchange for the performance.

To be legally binding, the agreement must include an offer and an acceptance. Each party also must receive some sort of “consideration,” or benefit, as a result of the agreement. Finally, the parties must mutually assent to be bound by the terms of the deal.

Contracts can be breached in a variety of ways. A breach typically happens when one of the parties to the agreement fails or chooses not to perform its obligations. If the violation is minor – it does not prevent the parties from carrying out the other terms of the agreement – it may not justify taking legal action. 

A material breach, on the other hand, is one that defeats the purpose of the deal. The vendor fails to deliver the equipment, for instance, or delivers equipment that is malfunctioning. These are the kinds of breaches that often are the basis for breach of contract lawsuits. The other party can seek money damages for the harm caused and other legal remedies, depending on the situation.

In some cases, a party may signal ahead of time through words or actions that it does not plan to perform its side of the deal. In these situations, the other party should repudiate the contract by no longer performing your obligations. You have a responsibility to mitigate your damages in these situations, and you likely will see your money damages reduced in court if you do not take such steps.

How a Contract is Formed

For a contract to be legally binding in Florida, it must include the following elements:

• Offer: A promise by one party to do (or not do) something.
• Acceptance: The other party unequivocally agrees to the terms of the offer. 
• Consideration: Each party must receive some sort of benefit from the agreement.
• Mutual Assent: Both sides must intend to enter into a binding contract.

An agreement that does not include each of these elements is not enforceable. The contract does not need to be in writing, but it is far easier to enforce those that are written. 

A Miami breach of contract attorney at our firm can help you negotiate, draft, amend, and enforce a wide range of legal agreements.

Proving a Breach of Contract Claim

To get compensation for breach of contract, you have to be able to prove your claim. That means showing:

• A valid and enforceable contract exists in which you and the person or entity accused of breaching it are parties
• You performed your obligations under the contract
• The other party failed to meet its contractual obligations
• You have been harmed directly as a result of this breach

Most breach of contract claims are resolved without the parties ever entering a courtroom. The stronger your claim, the more likely it can be resolved through settlement on optimal terms. 

Types of Breaches of Contract

There are three common ways in which breaches of contract typically occur. They happen when a party:

• Fails to perform duties under the contract
• Makes it impossible for the other party to perform
• Repudiates the contract or makes clear the party does not intend to perform

The breach itself may be minor, material, or anticipatory. 

• A minor breach happens when one party fails to perform a relatively insignificant term of the contract, which does not prevent the parties from carrying out their other responsibilities under the agreement. These breaches can be aggravating but often do not warrant a breach of contract suit because they result in little or no compensable harm.
• A material breach is more impactful. These breaches prevent parties from fulfilling their obligations under the contract and result in more substantial harm. In the event of a material breach, the parties to the contract that did not breach it are permitted to stop performing their obligations under the deal. They can also sue for money damages.
• An anticipatory breach happens when a party indicates that it does not plan to honor the contract or fulfill its responsibilities under the agreement. When this occurs, the parties who have not breached the contract should stop performing their duties under it. In fact, parties have a responsibility to mitigate their damages by ending their performance. They likely will see their monetary damages reduced in court if they do not take such steps.

Bad faith claims are also a form of breach of contract. In these claims, a party to a contract alleges that another party has not behaved honestly or fairly. They may be raised even if that party has not violated an actual provision of the contract. Bad faith claims are common in insurance disputes. 

Money Damages and Other Legal Remedies

Money damages in contract disputes generally are designed to make a party whole when another party violates the terms of the deal. 

That means compensatory damages or payment for the harm caused by the breach. Consequential damages may also be awarded in some cases to compensate for damages that are reasonably foreseeable as a result of the breach, like loss of sales or profits or reputational harm.

Specific performance, in some cases, is the only way to truly make a party whole. Contracts involving unique property, like a specific work of art or a service that few can provide, often require specific performance. Real estate may also be considered unique. In these situations, a court may issue an order directing the breaching party to follow through on the deal. 

Monetary damages are most common in breach of contract cases. They come in three types:

• Compensatory damages: To make a party whole by compensating the business for the monetary losses incurred as a result of the breach. 

• Consequential damages: To compensate for damages that are reasonably foreseeable as a result of the breach. This often includes loss of business.

• Liquidated damages: Some contracts include liquidated damages terms, requiring a party to pay a certain amount of money in the event of a breach.

To maximize monetary damages, it is crucial that you be able to establish the full range of harm caused by the breach.

Equitable Remedies

A judge may also order other remedies, typically when money damages are not available or are inadequate to address the harm.

• Injunctive relief: Injunctive relief can serve to either prevent a party from continuing to breach its contractual obligations or from breaching its contractual obligations in the future.
• Specific performance: Requiring the breaching party to carry out its end of the deal by fulfilling its contractual obligations.
• Rescission: Scrapping the contract and returning the parties to the positions that they were in before the agreement was executed.

An experienced attorney can help you test the strength of your claim, explore your options for taking action, and maximize your remedies. Our lawyers can also help you strategically ward off contract disputes by drafting and reviewing legal agreements on the front end.

Common Contract Disputes

Contract disputes often center on allegations that one or more parties breached the agreement. That said, there are a number of legal issues that may arise before you get to the question of whether the deal was violated.

First, was there a binding legal agreement? Even if one or more parties thought they were entering into a contract, that does not necessarily mean that an enforceable legal agreement was formed. 

The contract must include the four elements – offer, acceptance, consideration, and mutual assent – to be legally binding. Establishing that the elements were met may require looking at parties’ intentions and actions, including through written communications.

Even when the agreement is valid, the parties often dispute how the terms should be interpreted. Those questions may be resolved by a judge or through a negotiated settlement. 

Sometimes, the terms of the contract itself may dictate who hears contract interpretation disputes. That could be a court in a particular jurisdiction or a form of alternative dispute resolution like arbitration or mediation. In arbitration, a neutral arbitrator is tapped to hear the case and make a binding decision. In mediation, a third-party mediator is brought in to help the parties try to reach a settlement.

The contract also may detail what kind of evidence a judge or arbitrator can review in these disputes, such as whether the judge can look at outside documents and communications or must stick only to the four corners of the contract itself.

How Our Attorneys Can Help

At Gonzalez Law, our contract dispute attorney helps clients navigate a wide range of disputes stemming from legal agreements. Our contract attorneys have had significant success using a number of legal solutions to ward off litigation and efficiently resolve disputes.

Our lawyers also routinely counsel and advise businesses in order to reduce their liability risk and avoid litigation related to contracts and other issues. That includes drafting and negotiating contracts to ensure that all parties are aware of their responsibilities and that our clients’ rights can be quickly vindicated in the event of a breach.

We are pleased to be trusted legal advisors to businesses large and small. Our attorneys are committed to helping you resolve disputes effectively and efficiently.

Speak With a Miami Contract Dispute Attorney

If you are locked in a legal dispute over a contract, looking to navigate the wide range of legal issues that come with your business activities, or simply want to better understand your legal rights and options, an experienced business disputes attorney at Gonzalez Law can help. 

Our office is conveniently located in Miami, and we are proud to serve clients across South Florida. Call us at 305-676-6677 or contact us online to speak with a contract dispute attorney.

FAQs: Contract Disputes in South Florida

What Are Some of the Most Common Grounds for Commercial Breach of Contract Claims?

Companies can pursue breach of contract claims on several different grounds. Unquestionably, two of the most common grounds are: (i) failure to pay; and (ii) failure to perform.

If a company is required to pay for products, services, a license, or anything else pursuant to a contract, that company’s failure to pay can provide clear grounds to take legal action. Conversely, if a party fails to perform, this can provide grounds to take legal action regardless of whether the non-breaching party has paid. With that said, when facing a contract dispute, it is critical to make an informed decision about whether payment or performance is required going forward. Retaliatory breaches can complicate contract disputes, so it is critical to consult with an experienced Miami contract dispute attorney before doing anything that could jeopardize your company’s position.

While failure to pay and failure to perform are among the most common grounds for filing breach of contract claims, other failures can warrant litigation (or mediation or arbitration) as well. These include warranty violations, failure to indemnify or provide insurance coverage, and failure to meet service level agreements (SLAs), among many others.

How Do You Prove a Breach of Contract?

The evidence needed to prove a breach of contract depends on the circumstances involved. Copies of written communications, invoices, payment records, and various other forms of documentation can all be key evidence in commercial contract litigation. Deposition testimony can be key evidence as well, and, in some cases, expert reports (i.e., structural engineering reports in construction contract disputes) and other forms of evidence may also be necessary.  

When Are Breach of Contract Claims Subject to Mandatory Alternative Dispute Resolution (ADR)?

Whether a breach of contract claim is subject to mandatory ADR (i.e., mediation or arbitration) depends on the terms of the relevant contract. While commercial contracts frequently include mandatory ADR provisions, these provisions also frequently include carveouts for circumstances in which it is necessary to seek equitable remedies on an emergency basis.

When Should I Talk to a Miami Breach of Contract Attorney About Taking Legal Action?

We recommend that you talk to a Miami breach of contract attorney as soon as you have questions about taking legal action. At Gonzalez Law Offices, P.A., our attorneys can provide a comprehensive assessment of your company’s legal options and legal risks, and then you can use this information to decide how best to proceed.

When Can Companies Pursue Claims Without a Contract in Florida?

Along with handling commercial contract disputes, we handle commercial litigation involving non-contractual claims as well. Fraud, false advertising, unfair competition, misappropriation of intellectual property (IP), and a wide range of other issues can justify legal action against competitors, vendors, and other parties in appropriate cases.