Florida contract law governs agreements between two or more parties and is derived from statutes, case law, and common law principles. For a contract to be legally enforceable in Florida, it must contain five essential elements. These elements ensure that the agreement reflects a genuine and lawful meeting of the minds between the parties.

First, there must be an offer. One party must make a clear proposal that includes definite and specific terms, such as price, services, and timing. Second, there must be acceptance. The other party must accept the offer exactly as presented; any modification to the terms constitutes a counteroffer rather than an acceptance.

Third, the contract must include consideration. Each party must exchange something of value, which may include money, services, goods, or promises. This element reflects the idea that each party is giving something in return for what they receive. Fourth, there must be mutual assent, often referred to as a “meeting of the minds.” Both parties must understand and agree to the same essential terms of the contract. Finally, the contract must have a legal purpose. Agreements involving illegal activities are void and unenforceable under Florida law.

Florida recognizes both written and oral contracts; however, certain agreements must be in writing to be enforceable under the Statute of Frauds. These include contracts that cannot be performed within one year, contracts for the sale of real estate, leases longer than one year, and guarantees to pay another person’s debt. While oral contracts may be valid, written contracts are significantly easier to enforce and prove in court.

Contracts in Florida may fail or be deemed unenforceable for several common reasons. These include fraud or misrepresentation, duress or undue influence, lack of legal capacity due to minority or mental incapacity, unconscionable terms, or ambiguous or missing essential terms. When any of these issues are present, a contract may be void or voidable.

A breach of contract occurs when a party fails to perform as promised. Breaches may be classified as material or minor. A material breach is a serious failure that typically allows the non-breaching party to file a lawsuit, while a minor breach involves a partial or technical failure to perform. Remedies for breach of contract may include monetary damages, specific performance requiring the breaching party to fulfill their obligations, rescission or cancellation of the contract, and attorney’s fees when allowed by statute or the contract itself.

Florida law also imposes strict deadlines for filing breach of contract claims. The statute of limitations is five years for written contracts and four years for oral contracts. If a claim is not filed within the applicable time period, it is barred regardless of its merits.

Finally, Florida contract law includes several state-specific nuances. Courts strictly interpret contract language, “time is of the essence” clauses are enforced rigorously, and attorney’s fees are not awarded unless expressly permitted by statute or contract. Additionally, certain types of contracts, such as construction, insurance, and consumer agreements, are subject to special rules and heightened scrutiny.