Contract disputes come from every corner of business. A supplier delivers late or not at all. A customer stops paying invoices and claims the work was defective. A joint venture partner fails to fund its share. A buyer of a business discovers the numbers were not what the seller represented. A property manager, marketing firm or software vendor simply stops performing. Sometimes the contract is a thirty-page signed agreement; sometimes it is a handshake, a few emails and a course of dealing built up over years.
Whatever the form, these cases are won with documents. A judge or jury will want to see what the parties agreed to, what each side did, where performance broke down, and what that cost. The steps below help you assemble that record before it scatters.
1. Find every version of the agreement
Locate the signed contract and every amendment, statement of work, purchase order, change order and renewal. If there is no single signed document, collect the proposal, the acceptance, the invoices and the emails that show the terms. Pay attention to the clauses that will shape the case: payment terms, termination, notice and cure, limitation of liability, attorney's fees, choice of law, venue and arbitration.
2. Document your own performance
Before focusing on what the other side did wrong, assemble proof that you did what the contract required: delivery receipts, completion certificates, sign-offs, time records and payment records. A party that cannot show its own performance invites a counterclaim.
3. Capture the breach as it happened
Save the communications in which the other party missed deadlines, refused to pay, rejected work or announced it would not perform. Note the dates. If the other side gave reasons at the time, keep them; later explanations often change.
4. Follow the contract's notice and cure provisions
Many agreements require written notice of default and an opportunity to cure before termination or suit. Send any required notice by the method the contract specifies, to the address it lists, and keep proof of delivery. Skipping this step can turn a strong claim into a defense for the other side.
5. Build the damages record early
Damages need proof, not estimates. Gather the invoices left unpaid, the cost of hiring a replacement, lost orders and the customer communications that show them, and financial statements that show the impact. Keep records showing what you did to limit the loss, such as finding another supplier or reletting space. If lost profits are part of the claim, your accountant's records and historical performance will matter, so preserve them in their original form.
6. Issue a hold on your own records
Tell your employees and bookkeeper in writing to preserve emails, texts, accounting data and files related to the contract. Suspend any automatic deletion settings. The other side will ask for these records in discovery, and losing them can hurt you more than the breach itself.
7. Do not overreact
Do not stop performing, withhold payment or announce termination without advice. A party that terminates improperly can become the party in breach. Keep communications businesslike and assume each email will be read in court.
The Florida rules that matter
Limitation periods. "A legal or equitable action on a contract, obligation, or liability founded on a written instrument" generally must be brought within five years (§ 95.11(2)(b)). An action on a contract "not founded on a written instrument" generally has four years (§ 95.11(3)(j)). "A cause of action accrues when the last element constituting the cause of action occurs" (§ 95.031(1)). Where the contract dispute also involves misrepresentations, "A legal or equitable action founded on fraud" has four years (§ 95.11(3)(i)), measured under the discovery rules of § 95.031(2)(a). Under § 95.03, a contract provision that sets a shorter time to sue on the contract than the applicable statute of limitations is void, but other contract clauses, such as notice requirements, can still affect the claim.
Attorney's fees. Fee recovery in a contract case usually depends on the contract or a statute. When a contract allows fees to one party for enforcing it, § 57.105(7) generally allows the court to award fees to the other party if it prevails instead, for contracts entered into on or after October 1, 1988.
Offers of judgment. In a civil action for damages, a defendant whose offer of judgment is not accepted within 30 days may recover costs and fees if the judgment is one of no liability or "is at least 25 percent less than such offer," and a plaintiff may recover them by obtaining a judgment "at least 25 percent greater than the offer" (§ 768.79(1)). A well-timed offer can change the economics of a contract case for either side.
Statutory claims. If a contract dispute also involves a statutory claim, such as deceptive trade practices or civil theft, different rules and deadlines may apply. "An action founded on a statutory liability" generally has four years (§ 95.11(3)(e)).
“A legal or equitable action on a contract, obligation, or liability founded on a written instrument”
§ 95.11(2)(b)
“is at least 25 percent less than such offer,”
§ 768.79(1)
“An action founded on a statutory liability”
§ 95.11(3)(e)
Your checklist
- Collect the signed contract and every amendment, order and renewal.
- Assemble proof of your own performance.
- Save the communications that show the breach, with dates.
- Send any required notice of default exactly as the contract specifies.
- Build a damages file with invoices, replacement costs and financial records.
- Put a written records hold in place inside your business.
- Get advice before terminating, withholding payment or filing suit.
How we handle these cases
We read the contract first and identify the clauses that will decide the case: notice and cure, fees, limitation of liability and forum. Then we build the liability and damages record together, so the claim is ready for trial and positioned for an early resolution if one makes sense. We represent business owners, investors and property owners, on either side of the contract, throughout Florida. Meetings are by appointment only. Call 305-748-3789 to schedule a time to talk.
This article is general information, not legal advice for your situation. Reading it does not create an attorney-client relationship. Past results do not guarantee a similar outcome.