A breach of contract lawsuit stems from one party accusing another of failing to fulfill the terms and obligations outlined in an agreement. When such a breach is proven, the injured party may seek remedies such as damages and equitable relief in a court proceeding.

The following is a nonexclusive list of defenses that may be asserted in a breach of contract suit, ranging from flaws in the original contract to issues that arise afterward:

  • Statute of frauds — Some contracts must be in writing, such as contracts for real estate, for goods worth over $500 or that take more than a year to complete. If you are alleged to have breached an oral contract that should have been in writing, you can argue the contract was invalid in the first place.
  • Mutual mistake — This occurs when both parties are mistaken about the contract’s essential terms. If the parties did not have a mutual understanding or agreement, also known as a meeting of the minds, the contract may be unenforceable.
  • Lack of consideration — Every contract must call for exchanging something of value for something else of value, either in the form of money, property or performance. If there was no consideration, there was no valid contract.
  • Indefinite or uncertain terms — The services to be performed under the contract must be specific as to place, time, extent and recipient. Otherwise, the alleged breaching party can raise the defense that the terms make it impossible to determine the parties’ obligations.
  • Unconscionability — If a contract involves unfair bargaining power between the contracting parties or other unfair or manipulative practices, it may be deemed unconscionable and invalid. An example may be a contract of adhesion: a boilerplate contract crafted by one side in a transaction that leaves the weaker party unable to negotiate fairly.
  • Impossibility, impracticability or illegality — These defenses assert that the party allegedly in breach could not perform their contractual obligations because of circumstances beyond their control. This includes nonperformance because the action called for was illegal.
  • Estoppel — This equitable defense is available when one party delays action in good-faith reliance on another party’s statements or conduct. The party accused of a breach can argue that the reliance was justified and that the other party cannot reverse course and declare a breach.
  • Failure to satisfy a condition precedent — The defendant may be able to show that the other party failed to perform an action specified in the contract, upon which the defendant’s payment or performance was conditioned.

Furthermore, some breaches are immaterial, which means they can be cured without the need of damages or other legal sanctions. A skilled contracts defense lawyer can assess the merits of the plaintiff’s case and determine the best defenses to raise.

Pullin, Fowler, Flanagan, Brown & Poe in Charleston has more than 30 years of experience representing businesses in West Virginia, Ohio and Kentucky in contractual disputes. Call us at 304-344-0100 or contact us online to arrange a consultation.