Affirmative Defenses to a Breach of Contract Claim


When managing a business, regardless of how big or small, you will want to ensure that your interests are protected. In order to do so, you will need to draw up various contracts—the purpose of which is to enforce a mutual agreement between you and another party, be it an employee or a landlord. Since this is a legally binding document, both parties would have the right to hold the other liable for breaching even one of the terms or conditions that have been explicitly included in the contract. That being said, it is highly recommended that you, as a business professional, understand how to handle a breach of contract allegation—as disputes routinely arise in today's economic climate. With the help of a Santa Clarita business lawyer from Poole Shaffery , you can implement an effective defense against a breach of contract lawsuit by delving into the issue at hand.

For example, any one of the following affirmative defenses could be utilized to show that mitigating factors have rendered the breach of contract claim moot:

#1: The contract was never documented in writing

  • In some cases, you may be able to prove that an oral contract is unenforceable when state law requires a specific type of contract to be documented in writing.

#2: The contract is indefinite, and therefore unenforceable

  • If you and the other party never agreed upon the essential terms of the agreement, you may be able to argue that the contract is indefinite, and therefore unenforceable.

#3: Mutual mistakes were made as to an essential fact in the contract

  • If both parties made a mistake as to an essential fact in the contract, you may be able to defend yourself against a breach claim; however, this does not apply to a mistake in judgment.

#4: You entered into the contract under false pretenses

  • If you were fraudulently induced to enter into a contract (i.e. through means of deceit, duress or undue influence), the contract would be considered invalid.

#5: The contract is unconscionable or grossly unfair

  • When a contract is considered to be unconscionable, or grossly unfair, it is unlikely that it will be enforced. No one party can use their power to force unfair conditions.

#6: One party made a statement excusing performance of the contract

  • Known as "estoppel," one party cannot sue for breach of contract if they have made a statement that excuses the performance of the contract.

#7: The contract is illegal, and therefore unenforceable

  • If a contract was made to regulate illegal activities (i.e. prostitution, tax evasion or destruction of records), the agreement cannot be enforced in a court of law.

For further information about how a Santa Clarita business attorney from Poole Shaffery can assist you with a breach of contract claim, contact our firm today: (888) 595-5963.

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