Being accused of breaking a contract does not mean you will lose. The party bringing the claim generally has to prove it, and the accused party often has several breach of contract defenses that can defeat the claim or reduce what it is worth. A Chicago breach of contract attorney can help you sort out which ones fit your situation.
Some defenses attack the claim itself. Others point to a flaw in how the deal was made, to the other side’s own conduct, or to timing and paperwork problems. Some can even excuse performance when events outside anyone’s control get in the way, as our article on force majeure clauses explains.
Contesting the Elements of the Claim
A breach of contract claim is built on a few basic parts. The party suing generally has to show a valid and enforceable contract, its own performance of its side of the deal, a breach by the other party, and harm that resulted from the breach. Our overview of what a breach of contract is walks through each part.
Each part is also a point of attack. A defendant may argue that no binding agreement was ever formed, that the plaintiff did not hold up its own end, that the conduct at issue did not break any term, or that the plaintiff lost nothing. If one part fails, the claim may fail with it.
Even when a breach is clear, the amount can still be challenged. Our guide on calculating damages for breach of contract shows how losses are measured.
Defenses That Go Back to the Signing
Another group of defenses focuses on how the agreement came about. If it was flawed from the start, a court may decline to enforce it. Common examples include:
- Lack of capacity: a party may not have been able to understand or agree to the terms, for example because of age or a serious impairment.
- Fraud or misrepresentation: one side was led to sign by false statements about important facts.
- Duress or undue influence: one side signed under threats or improper pressure, not by free choice.
- Unconscionability: the terms are so one-sided, or the bargaining so unequal, that enforcing them would be unjust.
- Mutual mistake: both sides shared a basic mistaken belief about a key fact the deal depended on.
These defenses usually turn on detailed facts, such as what each side knew and said before signing.
When the Other Side’s Own Conduct Is the Problem
The party suing may have caused or contributed to the problem. A serious breach by the other side can sometimes excuse you from continuing to perform. Our article on what a material breach of contract is explains how serious a breach usually needs to be.
Waiver is another possible defense. If the other side knew about a problem and accepted your performance anyway, or told you it would not insist on a term, it may have given up the right to sue over it.
Bad faith can matter too. A party that blocked your performance, or acted to defeat the purpose of the deal, may have a hard time blaming you for the result.
Writing Requirements and Time Limits
Some defenses have nothing to do with who was right. They can end a claim because of how the deal was documented or when the lawsuit was filed.
- Writing requirements: some kinds of agreements may need a signed writing to be enforced, a rule often called the statute of frauds. If an oral deal falls into one of those categories, that can be a complete defense.
- Filing deadlines: breach of contract claims generally have a filing deadline, known as the statute of limitations. A claim filed after it runs may be thrown out, however strong it is.
- Delay doctrines: a party that waited too long without a good reason, in a way that hurt the other side, may lose some forms of relief even before the deadline. This is sometimes called laches.
When a Later Agreement Replaces the Original Promise
Sometimes the promise in the original contract is no longer the one that counts. Parties often change their deals after signing, and a later agreement may replace or cancel the duty the plaintiff is suing over.
- Modification: the parties agreed to change the terms, so performance is measured against the new terms.
- Settlement or release: the parties resolved the dispute, and the plaintiff gave up the claim in exchange for something of value.
- Substitute agreement: a new contract took the place of the old one, sometimes with a new party stepping in.
Signed amendments, emails, and payment records often show whether a later agreement exists, so keep them. Sale agreements raise their own issues, covered in our post on common post-closing disputes after a business sale.
Having a Lawyer Assess the Dispute
Most of these defenses depend on documents and timing. If you have been accused of breaking a contract, gather the agreement, any amendments, emails and other messages, invoices, and payment records before you respond. Our article on what to do if you are accused of breach of contract covers the first steps.
A lawyer can read the contract against the facts, spot which defenses apply, and help you weigh whether to fight, negotiate, or settle. One attorney who has litigated both alongside and against Peter King of King & Jones wrote: “They are tenacious, exceptionally bright, practical, ethical, and have formidable trial and appellate skills.”
Every case is unique, and results may vary.
Talk With King & Jones
If you are facing a business dispute or a problem with a lawyer’s work, our Chicago trial lawyers can review your situation and explain your options.
