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What Are Contract Breach Defenses in California?

  • Posted on: Jun 8 2023
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When you sign a legally binding contract with another party, you are required to uphold it. Therefore, when you breach a contract, you can be responsible for damages – unless you have a legal defense. 

To recover for breach of contract, the plaintiff must prove:

  1. There was a contract;
  2. The defendant breached the contract; and
  3. The defendant’s breach led to damage to the plaintiff.

To avoid paying damages, the defendant must present and prove one of the following defenses for their breach. 

Outside of the Statute of Limitations

In order to preserve the integrity of claims, they must be brought within a specified period of time, known as the statute of limitations. Claims that are brought outside of the statute of limitations may be barred from any recovery. In California, the statute of limitations for breach of contract cases is four years. This means that the party who has discovered the other party’s breach has four years from the date of discovery. 

There Was No Breach of Contract

You can’t be liable for breach of contract if the contract was never breached in the first place. In order to prove that no breach occurred, you should:

  • Understand what you have agreed to
  • Ensure that the contract is clear and concise
  • Ask questions if you don’t understand something
  • Uphold your agreement
  • Maintain evidence that you have upheld your side of the contract

Failure to State a Claim Upon Which Relief Can be Granted

In order for a party to recover for breach of contract, there must be a related claim that allows for relief. If there are no grounds for claiming that someone has breached the contract, you cannot be held liable. To prove this, you can demonstrate that:

  • There was no breach
  • Jurisdiction did not exist
  • There are not enough facts to prove their claim

Failure to Mitigate

Even in a situation in which harm has been caused, the plaintiff still has a duty to take reasonable steps to prevent or minimize the damages. Although the defendant may be held partially liable, the plaintiff may also be to blame. 

The Contract Contains a Mistake or Error 

If there is an error in the contract that is essential to the agreement, it can be a defense for breach of contract. 

The Contract is Illegal

Under California law, if any part of the consideration for the contract is unlawful, the entire contract is considered void. Put simply, it is legal to breach a contract that requires someone to perform an illegal act.

Fraudulent Pretenses for the Contract

Under California law, fraud occurs when an individual has the intention to deceive another person into a contract. Examples of this may include:

  • The plaintiff made a promise with no intention of keeping it
  • The plaintiff intended to deceive the defendant
  • The plaintiff provided the defendant with misleading information
  • The plaintiff hid important information

If someone entered into a contract based on false information, it may be a defense to breach of the contract.

Prevented from Performance

Sometimes a party may intend to fulfill the contract requirements, but the situations change, preventing them from being able to carry out what they agreed upon. A defendant may be exempt from completing the contract in the following circumstances:

  • The law itself prevented or delayed one from upholding their agreement.
  • There was an out-of-control/outside force that could not have been anticipated but that prevents fulfillment.
  • The plaintiff acted in a way that induced the defendant not to follow the contract.

Failure of Condition Precedent

Under California law, there can be a condition precedent for contracts. This means that if the plaintiff fails to follow a certain part of the contract that is necessary to receive payment from the defendant, the defendant can legally breach the contract. For instance, if a contractor agrees to stain your fence but fails to do so and sues you for not paying them, you can assert this defense. 

The Plaintiff Suffered No Damages

Finally, if a defendant breached a contract, he or she may admit to it but claim that the plaintiff suffered no damages. This may be an argument for lowering the payments or dropping them all together. 

The Law Offices of Brian L. Fox, APLC Help those Who Are Dealing with a Breach of Contract

If you believe that someone has breached your business contract, or are being accused of breaching a business contract, it’s in your best interest to consult with a qualified California business attorney who can help. 

At the Law Offices of Brian L. Fox, APLC we know how important it is to protect your business and your interests. To learn more or to schedule a free consultation, contact us today!

Posted in: Business Law