Contract Law in Florida

Contract law in Florida is primarily governed by common law principles, as well as specific statutes and regulations. The state follows the general principles of contract law, which are consistent with contract law principles in many other jurisdictions.

Formation of Contracts

In Florida, a contract is formed when there is an offer, acceptance, and consideration (something of value exchanged between the parties). The offer must be definite and communicated to the offeree, who accepts the offer on the same terms. Contracts can be oral or written, although certain types of contracts, such as those involving real estate or contracts that cannot be performed within one year, may be required to be in writing to be enforceable.

Statute of Frauds

The Statute of Frauds is a legal principle that requires certain types of contracts to be in writing to be enforceable. In Florida, contracts falling within the Statute of Frauds include contracts for the sale of real property, contracts that cannot be performed within one year, contracts for the sale of goods over a certain value, and contracts for the guarantee of another person’s debts or obligations.

Terms and Conditions

Contracts in Florida must have clear and definite terms and conditions. This includes identifying the parties involved, specifying the subject matter of the contract, stating the price or consideration, and outlining any other essential terms. Ambiguous or vague terms may be interpreted against the party who drafted the contract.

Performance and Breach

Parties to a contract in Florida are generally expected to perform their obligations as agreed upon. Failure to perform as promised may constitute a breach of contract. In case of a breach, the non-breaching party may seek remedies, such as specific performance (compelling the breaching party to perform), damages (monetary compensation), or cancellation and restitution.


Florida recognizes various remedies for breach of contract. The primary remedy is typically monetary damages, which aim to compensate the non-breaching party for any losses suffered as a result of the breach. In some cases, specific performance may be granted, particularly in contracts involving unique goods or real estate. Florida also recognizes liquidated damages clauses, which are pre-determined damages specified in the contract to be paid in case of a breach.

Contract Interpretation

When there is ambiguity or dispute regarding the terms of a contract, Florida courts will interpret the contract to determine the intent of the parties. The court may consider the plain language of the contract, the parties’ course of dealing, industry customs, and other relevant factors to resolve any ambiguities or gaps in the contract’s language.

Limitations and Defenses

Certain limitations and defenses can impact the enforceability of a contract. These may include the statute of limitations, which sets a time limit for bringing a legal action to enforce a contract, as well as defenses such as fraud, duress, undue influence, mistake, unconscionability, or illegality.

Contract Law in Florida