Facing a Breach of Contract Claim? Get Counsel Before You Respond.

A breach of contract claim says your business did not do something a signed agreement required. A business breach of contract defense attorney in Miami reviews the contract, the claim, and the facts, then builds a response that protects the company. This page explains how that defense works and what to do first.

KEW Legal focuses on business contract and vendor disputes for owners and investors in Miami-Dade and South Florida. Kristina E. Wilson is the responsible lawyer for this page. The firm has offices in Coral Gables and Sunny Isles Beach.

What a Breach of Contract Claim Against Your Business Means

A breach of contract claim says one party failed to perform a duty the contract required. The other side then asks for money or asks a court to enforce the deal.

Claims usually come from two directions:

• Vendors may claim unpaid invoices, disputed deliverables, or a supply or service agreement that was ended.
• Clients may claim late, defective, or incomplete work, missed deadlines, or a disagreement over payment terms.

This page is for owners, managers, and officers of Florida companies who have been named in a complaint or have received a demand letter. The firm acts as outside general counsel for business owners and investors across Miami-Dade and South Florida, including Coral Gables, Sunny Isles Beach, Miami, Doral, Brickell, Aventura, and Fort Lauderdale.

What Breach of Contract Defense Covers

Breach of contract defense covers the contract, the claim, and the business’s options for responding. Each part matters.

• Contract review: termination, notice and cure, limitation of liability, governing law, venue, attorney’s fees, and dispute resolution clauses.
• Claim review: the exact claims, the damages sought, and any deadlines in the complaint or demand letter.
• Records: signed contracts, amendments, purchase orders, invoices, emails, texts, delivery and acceptance records, and payment history.
• Defenses: the other side did not perform, a required condition never happened, the contract was changed or waived, the other side breached first, or the damages figure is wrong.
• Mistake arguments: Rescission for a mutual mistake depends on the facts of each contract and on whether both parties were mistaken about a fact at the heart of the agreement.
• Counterclaims: a claim against the vendor or client, when the contract and facts support one.
• Negotiation: settlement terms, payment plans, and mutual releases.
• Representation: mediation, pre-suit talks, or litigation in Florida courts.

How a Vendor or Client Dispute Is Handled, Step by Step

The process starts with the response deadline, then moves through document review, early talks, and court steps. Each stage can change the options that remain.

1. Intake and deadlines. Confirm the date the business was served or received the demand. Calendar the response deadline right away.
2. Document review. Compare the contract against what each side actually did. Look for notice or cure steps the other side may have skipped.
3. Preserve records. Keep all relevant files. Ask staff to stop discussing the dispute informally with the other party.
4. Early response. Send a written response, request documents, or propose resolution or mediation. Florida law requires a court, upon one party’s request, to refer many damage suits to mediation, provided the requesting party is willing and able to pay the costs or the costs can be equitably divided between the parties, with listed exceptions, under Fla. Stat. § 44.102. Under Fla. Stat. § 44.102(2), a court, under rules adopted by the Supreme Court, must, upon request of one party, refer to mediation any filed civil action for monetary damages, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, unless one of the listed exceptions applies.
5. Pleadings and discovery. File the answer, affirmative defenses, and any counterclaim. Then exchange documents and take depositions as the case requires.
6. Resolution. Settle, mediate, or move forward to motions and trial. The business owner makes each decision after the options and costs are explained.

The timing rules for a written offer of settlement appear in Fla. Stat. § 45.061. Subsection (6) limits this section first: it does not apply to causes of action that accrue after the effective date of this act. Where this section applies, Fla. Stat. § 45.061(1) permits any party to serve a written offer upon an adverse party at any time more than 60 days after service of a summons and complaint on a party but not less than 60 days (or 45 days if it is a counteroffer) before trial. Under subsection (6), however, the section does not apply to causes of action that accrue after the effective date of this act. The offer remains open for 45 days unless withdrawn sooner by a writing served on the offeree before acceptance. Fla. Stat. § 45.061 reads: “The offer shall remain open for 45 days unless withdrawn sooner by a writing served on the offeree prior to acceptance by the offeree.”

Material Breach, Minor Breach, and Anticipatory Breach

• The exact wording of an agreement often matters when a breach is disputed.
• The dispute usually turns on the actual harm caused.
• Responding carefully in writing matters, because a hasty reply can make the situation worse.
• Contracts differ, and some include written-notice or cure provisions, so the agreement’s own wording is the place to check. Whether that step was followed can change the whole defense.

Timing rules also matter. A contract cannot shorten that period.

Why Business Owners Work With KEW Legal on Contract Defense

KEW Legal focuses on business contract and vendor disputes within a wider business law practice. That practice also covers partnership disputes, commercial leases, employment matters for employers, and business acquisition and succession work.

Working as outside general counsel means the firm may already know your contracts, vendors, and key relationships before a dispute starts. That familiarity can help the response move faster and stay better informed. You can learn more on the business contract and vendor dispute attorney overview page.

Kristina E. Wilson is the responsible lawyer for this page. Natalie Martinez is also one of the firm’s lawyers. The firm’s support staff help with document organization, deadlines, and client communication.

Questions Business Owners Ask About Contract Defense

Most owners want to know what to do in the first few days after a claim arrives. The answers below cover the most common concerns.

Talk With KEW Legal About Your Breach of Contract Claim

If a vendor or client has just sued your company, or sent a letter claiming you broke a contract, the response deadline may be close. Bring the signed contract, the complaint or demand letter, and key emails or texts to your first meeting.

Call 305-990-2300 or send a message through the KEW Legal contact page to schedule your free, confidential consultation. Related reading includes commercial contract mediation for Florida businesses, business services agreement drafting in Miami, and whether a business can enforce an oral contract in Florida.