Can You Sue for Breach of Contract?
Miami business attorney Aaron Resnick of Law Offices of Aaron Resnick handles breach of contract claims in Florida for businesses.
Short Answer
Yes. A party can sue for breach of contract in Florida when an enforceable agreement exists, the other side materially failed to do what the agreement required, and that failure caused legally recoverable harm. But the contract may require notice, an opportunity to cure, mediation, arbitration, or suit in a particular forum before the claim can proceed. The real work is proving the agreement, your performance or a legally recognized excuse, the precise breach, the available remedy, and a recovery strategy that makes commercial sense.
Representing business owners in disputes since 1998. As seen in The New York Times, Wall Street Journal, and Miami Herald.
Tell Aaron what happened. What the agreement required, what went wrong, and what it has cost you.
Since 1998Representing business owners in disputes
2013Florida Super Lawyers, every year since
AVPreeminent peer review rating, Martindale-Hubbell
Enforce a Business Contract
Your business performed, and the other side has not paid, has not delivered, or has stopped performing. You want payment, performance, or damages.
Defend a Breach of Contract Claim
A demand letter, lawsuit, termination notice, or emergency motion has arrived. You need the claim tested and a response deadline protected.
Find Your Situation
Vendor, supplier, and service disputes
A supplier missed specifications, deadlines, or service levels, or a vendor is billing for work the agreement never authorized.
Customers who refuse to pay
The work was delivered and accepted, and payment then stopped, slowed, or was disputed after the fact.
Failed deliveries and unfinished work
Goods never arrived, arrived non-conforming, or a project was abandoned partway through.
Cancelled agreements and broken business deals
A signed deal collapsed before closing, or one side walked away and now disputes what was owed.
Distribution, licensing, exclusivity, MSA, and statement of work disputes
Territory, exclusivity, scope, renewal, or a statement of work conflicts with the master agreement.
Indemnification and responsibility disputes
Two businesses disagree about who carries a loss, a claim, or a third party's demand.
Contract termination and attempted escape
One side wants out, and the question is whether the agreement permits it and at what cost.
Damages, performance, injunctions, and collection
Liability is no longer the argument. The remedy is, and whether it can actually be collected.
Some contract disputes belong somewhere else, and are handled by a dedicated page. Ownership and management fights go to partnership and shareholder disputes. Purchase contracts, deposits, and commercial leases go to commercial real estate. Notes, personal guarantees, and commercial debt go to guarantee and debt claims. Drafting or negotiating an agreement, rather than fighting about one, is contract drafting and negotiation.
Call Aaron directly at 305-672-7495 or request a consultation.
Representing business owners in disputes since 1998.
As seen in The New York Times, Wall Street Journal, and Miami Herald.
When Does This Become Urgent?
A contractual notice, cure, claim, renewal, or limitation deadline is approaching.
The other side is moving assets, withholding property, destroying records, or continuing the same breach.
The dispute threatens a closing, lease, financing, major customer, key vendor, or business operation.
What Usually Goes Wrong?
Filing or terminating too quickly, before satisfying notice, cure, mediation, or arbitration requirements.
Calculating damages from frustration instead of contracts, invoices, payment records, and admissible financial proof.
Ignoring defenses based on your own performance, waiver, modification, course of dealing, or a prior breach.
Why Miami Experience Matters
Miami contract disputes rarely stay inside one document. They often connect several entities, investors, guarantors, properties, bank accounts, and decision makers. A restaurant agreement may turn on merchant deposits and management fees. A real estate venture may turn on escrow, development rights, and related company payments. A cross border transaction may involve Florida law, a Miami forum, foreign parties, and assets in more than one place.
Experience in Miami commercial litigation helps counsel identify the real obligor, the practical forum, the assets supporting recovery, and the business relationship that may still be worth preserving. Local experience is not a slogan. It changes which records are requested, which pressure points matter, how quickly a court issue must be framed, and whether the better first move is a demand, negotiation, or immediate litigation.
Everyone Knows Aaron. Should You?
What Should You Have Ready?
The complete signed contract, amendments, exhibits, proposals, schedules, and side agreements.
Notices, cure letters, invoices, payment history, delivery records, and performance records.
Emails, messages, meeting notes, and later conduct showing what each side understood or changed.
A damages calculation tied to supporting financial records.
Information about insurance, guarantees, security, collateral, and collectible assets.
Any complaint, summons, arbitration demand, hearing notice, or deadline.
What Typically Happens Next?
Counsel first maps the facts to the full contract, not merely the paragraph that appears most favorable. The review should confirm who signed, whether the signer had authority, what each side promised, what conditions had to occur, whether notice was required, what performance occurred, and how the claimed loss was calculated.
The next move may be a focused demand, a response to a demand, a cure proposal, document exchange, mediation, arbitration, or litigation. If a lawsuit is filed, the matter may proceed through pleadings, disclosures, discovery, motions, mediation, and trial preparation. Strategy should remain connected to the client's business objective and to the realistic ability to obtain payment, performance, or another useful remedy.
The Contract Dispute Behind the Legal Claim
A contract case is never only about whether someone broke a promise. It is also about what the business needs now.
One client may need payment. Another may need a supplier to perform long enough to complete a project. A buyer may need a transaction closed. A defendant may need an overstated claim narrowed before it disrupts financing or investor relationships. A guarantor may need to separate the company obligation from alleged personal exposure.
That is why a strong contract strategy begins with two questions:
What can the evidence prove?
What result would actually protect the business?
The legal theory and the commercial objective should support each other. Winning an abstract point does not help if the company loses the customer, misses the closing, or spends more than the dispute can justify.
Commercial Contract Disputes the Firm Evaluates
Substantial Payment and Performance Disputes
These matters may involve unpaid invoices, service contracts, consulting arrangements, commissions, revenue sharing, milestone payments, retainage, holdbacks, failed deliveries, or refusal to complete promised work.
The first review should reconcile the contract price, approved changes, payments, credits, objections, and the proof of delivery or acceptance. It should also separate a genuine performance dispute from a party that is delaying because it cannot or will not pay.
Business Purchase and Acquisition Agreements
Disputes after the purchase or sale of a business may involve earnouts, working capital adjustments, escrow, holdbacks, indemnification, representations, assumed liabilities, inventory, customer accounts, or transition obligations.
These cases often turn on defined procedures and short contractual notice provisions. The purchase agreement must be read together with closing documents, financial records, due diligence material, and communications before and after closing.
Promissory Notes and Personal Guarantees
A note dispute may involve default, maturity, acceleration, payment history, collateral, amendments, or the amount due. A guarantee dispute may concern execution, authority, scope, modification, notice, release, or whether the guarantee reaches the obligation being claimed.
The note, guarantee, ledger, security documents, and default notices must be reviewed as one record. Liability and collectability are separate questions, and both should be evaluated before major litigation expense is incurred.
Vendor, Service, Supply, and Distribution Agreements
Commercial relationships can fail over scope, price, quality, delivery, service levels, exclusivity, territory, minimum purchases, confidentiality, renewal, or termination.
The legal response should fit the operating decision. The business may need to preserve the relationship, replace the other party, stop continuing losses, protect customers, or transition confidential information while the dispute is resolved.
Commercial Lease and Real Estate Contract Disputes
These cases may involve rent, additional charges, tenant improvements, repair duties, deposits, purchase and sale agreements, escrow, due diligence periods, closing conditions, access rights, options, or personal guarantees.
Property, possession, financing, and closing opportunities can be time sensitive. Contract strategy should be coordinated with the firm's real estate litigation work when the dispute turns on rights in commercial property.
Construction and Development Agreements
Owners, developers, contractors, consultants, and vendors may disagree about scope, payment, change orders, delay, completion, defects, approvals, or responsibility for added cost.
Construction claims can involve specialized contracts, lien or bond rights, project records, experts, and separate deadlines. A general breach claim should not substitute for a construction specific review.
Fraudulent Inducement and Deal Misrepresentation
A party may claim that it entered the agreement because of a material misrepresentation or concealed fact. A broken promise does not automatically become a separate fraud claim. What was said, when it was said, what the speaker knew, what the written agreement provides, and whether separate reliance and loss can be proved all matter.
Contract and fraud theories should be evaluated carefully. Adding a fraud label without a distinct factual basis can weaken a serious business case.
Enforcing a Contract or Defending a Claim
Contract Enforcement
Contract Enforcement addresses plaintiff side matters involving substantial unpaid obligations, refused performance, notes, guarantees, and commercial recovery. The analysis should cover proof of performance, notice, remedies, collectability, and what happens after judgment.
Breach of Contract Defense
Breach of Contract Defense addresses businesses and owners responding to a demand, lawsuit, or threatened emergency relief. A defense should test the agreement, claimant performance, conditions, notice, waiver, modification, causation, damages, and any counterclaims.
Contract Terms That Often Control the Case
Important provisions may include:
Scope, price, payment, and performance standards.
Conditions that must occur before performance is due.
Notice and cure procedures.
Renewal, termination, and survival terms.
Amendment, waiver, and integration language.
Damage limits, exclusions, liquidated damages, and exclusive remedies.
Attorney fee and cost provisions.
Indemnification and insurance requirements.
Governing law, venue, jurisdiction, arbitration, and mediation clauses.
Personal guarantees, security interests, and collateral provisions.
The parties' conduct may also matter. Payment history, accepted performance, later emails, approved changes, and operational decisions may help explain what the agreement meant in practice and which issues are genuinely contested.
What Can You Recover for a Contract Breach?
Depending on the agreement and facts, a party may seek money damages, enforcement of a contractual obligation, declaratory relief, or temporary relief intended to preserve property, information, or the status quo. Attorney fees may be recoverable when a contract, statute, or other legal basis permits them. Fees are not automatic merely because a party believes it should prevail.
Damages should be tied to records rather than a rough estimate. The contract may cap, exclude, or define remedies. A claimant may also need to address causation, foreseeability, mitigation, and the practical ability to collect. A defendant should test whether the claimed loss was actually caused by the alleged breach and whether another event explains it.
Emergency relief is not available simply because a breach is expensive. If unique property, confidential information, evidence, a closing, or another time sensitive right is at risk, call the office promptly rather than relying on an online submission.
Related Questions and Reading
- Should You Send a Demand Letter Before Suing in Florida?
- What Should You Do If You Receive a Demand Letter?
- What Damages Can You Recover for Breach of Contract in Florida?
- Is a Verbal Agreement Legally Binding in Florida?
- How Do You Get Out of a Contract in Florida?
- Can They Come After You Personally on a Business Debt?
- Browse all Ask Aaron answers
We Don't Make Promises. We Have Results to Prove It.
Aaron Resnick has handled business disputes in Miami since 1998 and is a fourth generation Miami resident. He works hands-on on every case; the client gets Aaron on every major litigation issue, not a junior partner. The Law Offices of Aaron Resnick represents large corporations, Miami businesses and their owners, professional athletes and entertainers in Miami Dade, Broward and Palm Beach counties and across Florida in business litigation and business counsel. Call 305-672-7495 or request a consultation.
Disclaimer
This page provides general information, not legal advice. Reading this page or sending an inquiry does not, by itself, retain the firm. Every contract dispute depends on the agreement, the facts, the applicable law, and the available proof. The firm requires a completed conflicts review and a signed engagement agreement before accepting a new matter. If a lawsuit, hearing, closing, injunction request, or other deadline is pending, contact a lawyer promptly and do not rely solely on an online submission.
