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What are common defenses to breach of contract?

On Behalf of | May 15, 2025 | Business Transactions

Contracts form the foundation of most business dealings. If someone accuses you of breaching a contract, that doesn’t automatically make you wrong. You might have legitimate reasons for not fulfilling the agreement. By understanding these defenses, you can respond with confidence.

Lack of mutual agreement

Contracts need clear agreement from both sides. If you didn’t agree to the terms or found the language too vague, the contract may not count. This also applies when someone makes changes without your approval. Courts look for proof that both parties understood and accepted the same terms.

Fraud or misrepresentation

If the other party lied or hid important details when forming the contract, then the terms lose their weight. Misleading statements, hidden debts, and broken promises give you a defense. Courts throw out contracts built on dishonesty.

Duress or undue influence

When someone pressures or threatens you into signing a contract, the law doesn’t treat that as a real agreement. Emotional pressure, abuse of power, or direct threats can all qualify. The law protects you from unfair deals that result from manipulation or fear.

Impossibility or impracticality

Unexpected events can make it impossible to complete a contract. Natural disasters, sudden legal changes, or other major disruptions can prevent performance. If you can show that the event was unforeseeable and beyond your control, you may avoid liability.

Some people claim breach based on misunderstandings or small issues. If you followed the terms or the issue caused no real harm, then courts may dismiss the commercial litigation claim. Judges look for real failure and measurable damage.

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