If you’re in business, you have regular exposure to contracts, both written and oral. You may also have the experience of dealing with situations where a party has failed to meet obligations under an agreement. Though the breach of a contract can often be the basis for legal action, there are certain “affirmative defenses” that can be raised, which can absolve you of liability.
The Common Affirmative Defenses to Breach of Contract
Typical affirmative defenses raised in contract matter include:
- Lack of specificity in the terms of the agreement — A contract must be sufficiently clear, so that the parties understand their rights and duties. Accordingly, a contract may be “void for vagueness.”
- Violation of the Statute of Frauds — The Statute of Frauds identifies those type of contracts which must be in writing to be enforceable.
- Mutual mistake — A contract may be unenforceable if both parties were in error about an essential element of the agreement. For example, if both parties mistakenly believe that a signed first edition is authentic, a contract for its sale will be void.
- One of more of the parties lacked volition — Both parties must voluntarily enter into a contract. If either party was fraudulently induced to make the agreement, it can be voided.
- Either party lacked contractual capacity — If either party lacked the ability to understand the nature and terms of the agreement, whether because of age, intoxication or mental illness, the contract can be voided.
- The subject matter of the contract was illegal — Parties may not enter into an agreement to perform an illegal act.
- Detrimental reliance, or estoppel — If one party indicates that performance is no longer required, and the other party relies on that, it can be a defense to the enforceability of the contract.
Contact Attorney Howard N. Sobel
At the office of Howard N. Sobel, we provide comprehensive counsel to businesses and individuals throughout the state of New Jersey. Contact our office online or call us at 856-424-6400. Evening and weekend appointments can be arranged upon request. We accept all major credit cards.