Breach of Contract Issues in Commercial Transactions
Forms of Breach
Breach of contract is a violation of the contractual obligation. There are varying forms of breach of contract including the repudiation of a promise to perform, failing to perform the promise or interfering with another party’s performance. Proving breach of contract in commercial transactions can be a case of “he said-she said.” Determining whether a breach of contract truly exists can hinge on many factors including deriving meaning from the black letter of the contract or the intention behind the terms. Breach of contract can also arise from a simple failure to perform. Avoiding these legal pitfalls boils down to crafting a contract that is specific enough to clearly communicate the terms, but broad enough to allow room for interpretation where necessary.
At times, breach of contract issues are born out of unclear terms in the contract. It is imperative that contract terms are clear and in proper context. Unclear contract terms can lead to miscommunication and confusion, thus resulting in an unintentional breach. If one party claims that the other has breached a contract and the other party finds no foul, there exists a scenario where both parties have fallen victim to bad contract writing. This is often the case when numbers are used in contracts. For example, if an American is contracting to provide consulting services to a US-based British company on 09/08/2017, it is wise to frame the date with much more clarity. The party from Britain may construe the date as August 9, 2017 while the US party construes the date as September 8, 2017. Thus, if performance does not occur in August, the party from Britain can conclude that a breach of contract occurred.
Differing Intended Outcomes
It is one thing to contract about the means or ways to complete performance, but it is another issue when the end result does not comport with a party’s expectations. This issue is ripe in the area of construction and real estate development transactions. This is a scenario where both the contractor and the owner agree to use a certain method of building to achieve a certain look or an end result. However, the contractor does not take into consideration the temperature or the condition of the soil on which a structure is being built. The intended outcome is not fulfilled even though the means were used. In this case, the performing party must include a warranty term and also apprise the owner of any idiosyncrasies surrounding the project.
Hire an Attorney to Avoid Breach Issues
You are permitted the advantage of the bargain in which you enter. You are also entitled to collect money stemming from any damages caused by a breach of contract. The best thing you can do is involve a seasoned attorney with experience in contract drafting. The attorney will also serve as an advisor to counsel you on foreseen legal mishaps based on pre-existing transactions.
Fort Lauderdale Business Attorney
Fort Lauderdale attorney Brendan A. Sweeney has years of experience advising and assisting individuals with their commercial transaction needs. Drafting a comprehensive contract is the most important aspect of conducting business transactions. Attorney Sweeney provides individualized advice and services to suit your needs. Contact us now for a consultation.