Breach of Contract in Florida
Elements, damages measures, timing rules, and the single most important question before you file, does this case actually make financial sense?
By Paul Kogan · Published April 14, 2026 · Updated April 14, 2026
The Four Elements
- 1
A valid contract
Offer, acceptance, consideration, and capacity. Florida recognizes oral contracts for most matters, but the statute of frauds (§ 725.01) requires a writing for agreements that cannot be performed within a year, sales of real property, and several other categories.
- 2
A material breach by the other party
Not every failure is a material breach. A minor deviation may give rise to damages without excusing performance; a material breach allows the non-breaching party to stop performing and sue.
- 3
Performance or a valid excuse for non-performance by the plaintiff
You generally must have performed your own obligations, or be ready to, in order to sue. Common excuses include prior material breach, impossibility, or express waiver.
- 4
Damages resulting from the breach
You have to be able to quantify harm that flows from the breach itself. Speculative or disproportionate losses are cut by the Hadley v. Baxendale foreseeability rule that Florida applies.
Remedies and Damages
Expectation (benefit-of-the-bargain) damages
Put the non-breaching party in the position they would have occupied had the contract been performed. This is the default measure in Florida commercial cases.
Consequential damages
Losses that flow from the breach but aren’t directly measured by the contract itself, e.g., lost profits downstream. Recoverable if they were reasonably foreseeable at the time of contracting. Carve-outs in limitation-of-liability clauses routinely bar these.
Incidental damages
Reasonable expenses incurred dealing with the breach, cover purchases, storage, inspection, transport.
Liquidated damages
If the contract sets them and they’re a reasonable estimate (not a penalty), Florida courts enforce. Penalty clauses are struck.
Specific performance
Equitable remedy available when damages are inadequate, classic example: real-estate contracts where the property is unique. Not available for personal-services contracts.
Rescission and restitution
Undo the deal and return the parties to the status quo ante. Used in fraud, material mutual mistake, or failure of consideration cases.
Statute of Limitations
Under § 95.11, Fla. Stat., the clock is:
- Written contracts: 5 years from breach.
- Oral contracts: 4 years.
- UCC Article 2 sales of goods: 4 years (§ 672.725), with a contractual option to shorten to as little as 1 year.
- Specific performance: 1 year.
The clock starts at the breach, not at discovery, in most contract cases. That makes prompt analysis important for anything that went sideways more than a couple of years ago.
Attorney’s Fees, the Fulcrum of Small-to-Mid Disputes
Florida follows the American Rule: each side pays its own fees unless a statute or contract says otherwise. Most business contracts include a prevailing-party fee clause, and under § 57.105(7), a one-sided fee clause is converted into a reciprocal one. For disputes under ~$250K, the fee-shifting posture is often more important than the underlying damages, and it’s the single biggest driver of settlement leverage.
Pre-Suit Moves That Matter
- Preserve documents. Email, texts, invoices, the actual signed contract and all amendments.
- Send a clean demand letter. Tied to specific contract provisions and a cure period if the agreement requires one.
- Check the dispute-resolution clause. Mandatory mediation or arbitration provisions can void your entire litigation strategy.
- Consider a pre-suit offer. An early, reasonable number usually settles a contract case in weeks rather than months.
The Honest ROI Question
Every breach-of-contract case should pass a simple test before you file: net recovery after fees, costs, time, and collection risk.Even with a prevailing-party fee clause, a $40,000 dispute against a judgment-proof defendant is a career-long regret. We run that analysis with every client before filing, and sometimes the advice is not to.
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Paul Kogan
Fort Lauderdale Litigation Attorney, The Kogan Firm, P.A.
- 15+ years
- Florida Bar
- Martindale Peer Rated
Dealing with a Breach?
Schedule a free consultation. We’ll read the contract, run the damages math, and give you a straight answer on whether litigation makes financial sense.
This guide is for informational purposes only and does not constitute legal advice.