Business & Contract Disputes
FAQ.

Florida requires the basics: an offer, acceptance, consideration (each side giving up something of value), and terms definite enough for a court to know what was actually promised. A formal signed document is not always required, and oral contracts are generally enforceable, though proving their terms is much harder. The major exception is the statute of frauds, Florida Statute §725.01, which requires certain agreements to be in writing and signed, including contracts that cannot be performed within one year, promises to answer for another person's debt, and contracts for the sale of land. Contracts for the sale of goods priced at $500 or more also generally require a writing under Florida's Uniform Commercial Code. If your deal lives in emails, texts, and invoices, those records may be enough, so preserve all of them.

Under Florida Statute §95.11, a claim on a written contract generally must be filed within 5 years, and a claim on an oral contract within 4 years. The clock typically starts running when the breach occurs, not when you discover it or when the damage peaks. Related claims that travel with contract disputes carry their own periods, fraud is generally 4 years, for example, and contractual provisions or specific statutes can modify these windows. Because the start date and the applicable period both depend on the precise claim and facts, have an attorney confirm your deadline early. Waiting also costs leverage: witnesses move on, documents disappear, and debtors dissipate assets.

A Florida breach of contract claim has three core elements: a valid contract, a material breach, and damages caused by the breach. Each element does real work. The contract must be proven, which is where definiteness and statute of frauds issues surface. The breach must be material, meaning it goes to the essence of the bargain rather than a trivial deviation, and you generally must show you performed your own obligations or were ready and able to do so. Finally, damages must flow from the breach and be provable with reasonable certainty, not speculation. The strongest cases are built on a clean paper trail: the contract, the performance record, the breach notice, and the financial impact.

The goal of Florida contract damages is to put you in the position you would have occupied if the contract had been performed. That means compensatory damages for the lost benefit of the bargain, plus consequential damages such as lost profits when they were reasonably foreseeable to both parties at the time of contracting and can be proven with reasonable certainty. You also have a duty to mitigate, meaning you cannot let losses pile up that reasonable steps would have avoided. Punitive damages are generally not available for a pure breach of contract, no matter how intentional, although they can come into play when an independent tort such as fraud accompanies the breach. Liquidated damages clauses and limitation-of-liability provisions can also change the math significantly, so the contract itself is always the starting point.

By default, you pay your own. Florida follows the American rule: each side bears its own attorney's fees unless a contract provision or a statute says otherwise. Many commercial contracts contain prevailing-party fee clauses, and Florida adds an important twist: under Florida Statute §57.105(7), a fee provision drafted to benefit only one party is made reciprocal, so the other side can also recover fees if it prevails. A number of statutes independently authorize fees for specific claims, and Florida's offer of judgment mechanism can shift fees in damages cases when a reasonable settlement proposal is rejected. Whether a fee-shifting path exists is one of the first questions worth answering, because it often determines whether the case makes financial sense.

Usually, yes. A well-drafted demand letter resolves a meaningful share of disputes at a fraction of litigation cost, creates a written record of the claim and the other side's response, and positions you as the reasonable party if a judge or mediator later reviews the history. Some contracts also require written notice and an opportunity to cure before suit, and skipping a required notice step can damage an otherwise solid case. The exceptions are situations where surprise matters: if the other side is about to dissipate assets, destroy records, or violate a non-compete in a way that requires an immediate injunction, telegraphing the lawsuit can do more harm than good. The right sequence is a strategy decision, not a formality.

Yes, within limits. Under Florida Statute §542.335, a non-compete is enforceable if it is in writing, signed, supported by a legitimate business interest such as trade secrets, substantial customer relationships, specialized training, or goodwill, and reasonable in time, geography, and scope. Courts must modify overbroad restrictions rather than throw them out entirely, which cuts both ways for employers and employees. The landscape also shifted recently: Florida's CHOICE Act, which took effect in 2025, expanded the enforceability of longer non-compete and garden-leave arrangements for certain higher-earning covered employees. Because the rules now differ depending on who is covered and when the agreement was signed, current and agreement-specific advice matters, whether you are trying to enforce a covenant or get out from under one.

Start with the operating agreement or shareholder agreement. Under Florida's Revised LLC Act, the operating agreement controls most internal questions, and the statute's default rules fill only the gaps it leaves, so your rights to distributions, information, buyouts, and exits usually live in that document. When the agreement does not solve the problem, Florida law provides remedies that include direct claims between owners, derivative claims brought on behalf of the company against the wrongdoer, claims for an accounting, and in serious cases judicial dissolution or court-ordered buyouts. Deadlock, self-dealing, and frozen-out minority owners are recurring patterns with established playbooks. Move deliberately but early: positions harden fast, and company value tends to erode while the owners fight.

Only when the fraud is genuinely independent of the contract. Fraud requires a knowingly false statement of material fact made to induce your reliance, justifiable reliance, and resulting damage. Florida's independent tort doctrine and the related economic loss principles prevent parties from simply relabeling a broken promise as fraud: the misrepresentation generally must be separate from the contract's own promises. The classic viable claim is fraudulent inducement, lies that convinced you to sign in the first place, such as false financials in a business purchase. The distinction matters because fraud opens the door to punitive damages and other remedies that pure contract claims do not, which is why these claims are attractive to plaintiffs and heavily tested by motion practice.

It typically runs in stages: a written demand (with interest and fees if the contract provides for them), then suit on the contract or unpaid invoices, where claims for account stated and open account frequently travel with the breach claim, then judgment, and then enforcement. The judgment is not the finish line; collection is. Florida judgment creditors can record the judgment to create liens, garnish bank accounts and certain wages, levy on non-exempt property, and use discovery in aid of execution to locate assets. Well-drafted contracts make all of this dramatically easier through fee provisions, interest terms, and personal guarantees. Before suing, it is worth verifying that the debtor can actually pay: a collectability assessment up front prevents spending good money chasing a judgment-proof defendant.

An arbitration clause generally means your dispute will be decided privately by an arbitrator instead of a judge or jury. Florida and federal law strongly favor enforcing these clauses, so if the clause covers the dispute, expect the case to be compelled into arbitration. Arbitration can be faster and more private, but appeal rights are extremely limited and the filing and arbitrator fees can be substantial. A mediation clause is different: it requires a structured settlement negotiation with a neutral mediator before or during suit, but the mediator cannot impose an outcome. Florida courts order mediation in most civil cases anyway. Read these clauses before a dispute arises, because they quietly decide the forum, the cost structure, and sometimes the practical value of your claim.

Set expectations in months for small cases and years for large ones. Claims of $50,000 or less are generally filed in county court, which tends to move faster, while larger claims belong in circuit court, where a commercial case commonly takes 1 to 2 years to reach trial, longer if the docket is congested or the case is complex. Most cases never get that far: motion practice, discovery, and court-ordered mediation resolve the majority before trial, and a strong early motion or a well-timed settlement proposal can shorten the timeline dramatically. The realistic schedule depends on the forum, the judge, the volume of discovery, and how much the other side wants to fight, so the timeline conversation should happen at the start, along with what interim relief is available while the case is pending.