Businessman tearing contract

Affirmative Defenses to Breach of Contract

The Parzivand Law Firm, PLLC May 8, 2024

Facing a breach of contract situation, either as a victim or defendant, can be a tumultuous experience. This event stirs up a range of emotions and raises numerous questions.  

The Parzivand Law Firm, PLLC understands that the need for legal counsel can arise at pivotal moments in life or business.  

When it comes to business or personal transactions, a contract forms the backbone of trust and expectations. But what happens when those expectations are not met?  

Defining Breach of Contract & Affirmative Defense

A breach of contract occurs when one party fails to fulfill its promises under an agreement without a legal excuse. It can give rise to various remedies, including damages, specific performance, or cancellation of the contract, depending on the circumstances. 

Affirmative defenses are legal reasons why a party to a contract should not be held liable for breaching it. These don't just deny the allegations but assert a reason why the other party cannot recover damages. They can create a narrative where the plaintiff (the breaching party) is not the one in the wrong. 

Understanding Key Affirmative Defenses

Whether it's showing that a contract was invalid to begin with or asserting that performance was rendered impossible due to unforeseen circumstances, affirmative defenses can be the legal weapons to defend your actions or inaction: 

  • The contract needed to be on paper. Sometimes, the other party might argue an oral agreement is binding. However, if the law (known as the "Statute of Frauds") says the type of agreement, like selling real estate, needs to be written down, you have a strong defense that it shouldn't be enforced if not. 

  • The contract was too vague. If you didn’t nail down all the important details, you might argue the agreement was too indefinite to be binding. This could mean either you both didn’t think the deal was final, or it's too unclear for anyone (even a court) to figure out the key points, such as how long it lasts or what exactly was to be done. 

  • Both sides got a key fact wrong. If there was a shared misunderstanding about something crucial, like believing a painting was genuine when it wasn’t, you can use this to defend yourself. But this won’t work if it is just about one person making a bad call. 

  • You weren’t in a position to agree. If, at the time, you couldn’t fully grasp what you were getting into—like if you were too young or not in the right state of mind—the contract might not hold. This is especially applicable to minors and those not mentally fit to make such decisions. 

  • You were misled into signing. If lies, pressure (“Sign this now or else”), or manipulation (like your trusted real estate agent hiding their own interests) got you to sign, the contract could be considered invalid. 

  • The contract was blatantly unfair. If the deal was heavily skewed against you due to the other party’s dominant position, making the terms extremely unfair, it might not be enforceable. This is often seen where one side has much more bargaining power. 

  • Estoppel, or “You can’t go back on your word.” If one party promises to excuse the other from their obligations and that promise was relied on, they can’t later pretend the promise was never made. For example, if a bank tells a homeowner they have six months before foreclosure to allow for a sale, the bank must stick to that timeline. 

  • The contract involved something illegal. Any agreement that involves illegal activities won’t stand in court, like those supporting prostitution, evading taxes, or the like. However, sometimes contracts related to illegal activities in a less direct way may still be enforced, unless they are closely tied to the illegal act itself. 

The defense strategies outlined are just the tip of the iceberg. There are several other routes you can take, each with the potential to significantly mitigate your liability. 

Crafting Your Affirmative Defense

The most strategic approach to affirmative defenses is to anticipate every argument that could be made against you and prepare accordingly. Each defense should be supported by relevant facts and, if necessary, expert testimony. The more detailed your defense, the stronger your position. 

Legal battles can be arduous affairs, but with the right strategy and guidance, they can also be pathways to fair and reasonable solutions. 

Presenting your affirmative defenses at the earliest opportunity during the legal process helps maximize your prospects of a favorable outcome. Failing to do so can bar you from later asserting that defense. 

Partner With the Right Legal Counsel 

Navigating breach of contract issues and affirmative defenses requires a seasoned business lawyer. The Parzivand Law Firm, PLLC boasts a track record of successful client representation and a commitment to client empowerment through knowledge and insight, serving clients in Stafford, Texas, and throughout Sugar Land and Fort Bend County. 

Frequently Asked Questions

In our commitment to equipping our clients with thorough understanding and confidence as they tackle their legal challenges, we've compiled and addressed some frequently asked questions regarding affirmative defenses to a breach of contract. 

1. Can I claim duress as an affirmative defense to a breach of contract?

Yes, duress can serve as a viable affirmative defense in a breach of contract case. Duress involves a situation where an individual or entity enters into a contract as a result of coercion, threat, or unlawful pressure. It's predicated on the principle that the party had no reasonable alternative but to agree to the contract terms under threat of harm or undue pressure.  

Proving duress requires demonstrating that the threats or pressure were significant enough to influence a reasonable person to enter into the contract. 

2. How does the Statute of Frauds play into affirmative defenses?

The Statute of Frauds is a legal concept that requires certain types of contracts to be in writing and signed by the party against whom enforcement is sought. It can be invoked as an affirmative defense when the contract in dispute falls into a category that the Statute of Frauds covers (such as contracts involving the transfer of land or agreements not to be performed within a year) but was not completed in writing.  

This defense argues that the contract is unenforceable because it does not meet the legal requirements set forth by the statute. 

3. What's the difference between an "impossibility" and an "impracticability" defense?

While both defenses relate to the inability to fulfill contract obligations, impossibility and impracticability are distinct. Impossibility refers to situations where performance is objectively impossible due to events such as legal changes, natural disasters, or death. In contrast, impracticability implies that performance is still theoretically possible, but is so excessively burdensome and unforeseeable that fulfillment of the contract would be unreasonable.  

Impracticability requires demonstrating that a radical change in circumstances has rendered performance unviable, not merely difficult or expensive. 

Taking the Next Steps: Contact Parzivand Law Firm, PLLC

Affirmative defenses in breach of contract cases can turn the tide in your favor. However, preparing and presenting these defenses requires a keen legal mind with experience maneuvering contractual laws.  

Whether you're in a contract dispute or aiming to prevent one, seeking legal advice is your best course of action. The first step is to reach out to legal professionals equipped to handle your specific case. 

The Parzivand Law Firm, PLLC stands out as an unmatched ally in the legal arena, ready to advocate for your voice and your legacy with dignity. 

Mr. Parzivand’s professional yet friendly approach ensures that you can discuss your case candidly, and his accessibility means that support is just a call or a message away. To those in Stafford, Texas, and throughout Sugar Land and Fort Bend County, reach out today to schedule your free consultation.