Breach of Contract Litigation Attorneys
Breach of contract is a legal cause of action in which a binding agreement or bargained-for exchange is not honored by one or more of the parties to the contract by non-performance or interference with the other party's performance. Contract lawsuits are complex and you need an experienced contract attorney. There are many defenses to a breach of contract claim, some of which include:
- The contract was supposed to be in writing. If the other side argues that an oral agreement should be enforced against you, you may be able to defend yourself by claiming that a state law (known as the "statute of frauds") requires this type of contract to be in writing.
- The contract is indefinite. If the essential terms were never agreed upon, you may be able to defend by arguing that the contract is indefinite. This means either the parties did not consider the deal to be final or that a court could not discern the essentials, even by implication (for example, if it's not clear how long an agreement should last or what the specifications are for a construction project). Agreements to agree (such as letters of intent or agreements in principle) are usually considered indefinite and therefore unenforceable, although courts will require the parties to act in good faith to reach an agreement.
- There is a mistake. You can defend yourself by proving that a mutual mistake was made as to an essential fact in the contract -- for example, both parties were mistaken as to the authenticity of a painting. You cannot use this defense when referring to a mistake in judgment by one party ("Oops, I could have gotten so much more for my painting!")
- You lacked capacity to contract. If you lacked capacity (that is, you couldn't understand what you were doing when you entered into the deal, as discussed in the example above), the contract may be voidable. This defense is most likely to succeed in the case of minors and those with mental incapacities.
- You were fraudulently induced to enter into a contract. A contract will be invalid if it was induced by lies, under duress ("Sign this or we'll take your cat"), or by a trusted person's undue influence (your real estate agent advises you to buy because she secretly gets a kickback from the seller).
- The contract is unconscionable. A contract won't be enforced if it is grossly unfair. This almost always occurs in situations where the bargaining power is severely imbalanced (as in a contract of adhesion) and the party with more power takes advantage by forcing unfair conditions, clauses, or waivers on the other party.
- estoppel. When one party makes a statement excusing performance of the agreement and the other party relies on that statement, the first party may be prevented from later denying that statement and claiming a breach. For example, if a bank president calls a homeowner and tells her that the bank won't foreclose for six months in order to give the homeowner a chance to sell the home, the bank will be held to its six-month promise.
- The contract is illegal. A contract is unenforceable if its object or the thing bargained for is illegal -- for example, a contract that enables prostitution, violates tax laws, or requires the destruction of records. Contracts that may indirectly aid illegal purposes will sometimes be enforced -- for example, an agreement to supply gambling machines, even though they may be illegal in some states, may be enforced. Sometimes, a court will sever the illegal aspect from the agreement, leaving the rest of the contract enforceable.