Skip to content

What Makes a Contract Unenforceable in Florida?

Most Florida business owners assume that once a contract is signed, it’s binding. But not all agreements are legally enforceable — and if certain elements are missing or flawed, a contract can be ruled invalid or void in court.

Whether you’re trying to enforce an agreement or escape from one, it’s critical to understand what makes a contract unenforceable under Florida law.


✅ First, What Makes a Contract Enforceable?

To be valid and enforceable in Florida, a contract generally must include:

  1. Offer – A clear proposal to do (or not do) something
  2. Acceptance – A clear agreement to the offer
  3. Consideration – Something of value exchanged by both parties
  4. Legal capacity – Both parties must be legally competent to contract
  5. Legal purpose – The subject matter must not violate law or public policy
  6. Clarity – Terms must be reasonably certain and definite

If one or more of these elements is missing — or undermined by other legal issues — the contract may be unenforceable.


⚠️ Common Reasons Contracts Are Unenforceable in Florida

1. Lack of Consideration

If only one party is giving something up and the other is offering nothing in return, the contract may be deemed a gratuitous promise, not an enforceable agreement.

Example: “I’ll give you $5,000 next month” with no return promise is likely not enforceable.


2. Ambiguity or Vagueness

Contracts that are too vague or uncertain — especially regarding key terms like price, quantity, or timing — can be ruled unenforceable.

✅ Tip: Courts won’t write missing terms for you. If the deal isn’t clearly spelled out, it may fail.


3. Fraud, Misrepresentation, or Duress

If a contract was entered into because of deception, material omissions, or coercion, it can be voided.

Examples:

  • One party lied about key facts or capabilities
  • A signature was obtained under pressure or threat
  • A party concealed important risks that weren’t discoverable

In these cases, the contract may be rescinded or declared void.


4. Illegal Subject Matter

A contract that involves illegal conduct — or violates public policy — is unenforceable from the start.

Examples:

  • Agreements to perform unlicensed work
  • Contracts that violate Florida wage laws, zoning laws, or regulatory rules
  • Non-compete clauses that are overly broad or unreasonable in scope

⚠️ Even if both parties agree, Florida courts will not enforce illegal or noncompliant terms.


5. Lack of Capacity

If one of the parties didn’t have legal capacity — such as a minor, someone mentally incompetent, or a business entity that doesn’t legally exist — the contract may not be enforceable.

This also applies when a person signs outside their authority (e.g., an employee signing a contract the company didn’t authorize).


6. Statute of Frauds Violations

Under Florida’s Statute of Frauds, certain contracts must be in writing and signed to be enforceable. These include:

  • Contracts for the sale of land
  • Agreements that cannot be performed within one year
  • Guaranties (e.g., “I’ll pay if they don’t”)
  • Certain loan or credit agreements

If an oral agreement falls into one of these categories, it may be invalid.


7. Unconscionability

If a contract is so one-sided or unfair that enforcing it would be unjust, a Florida court may refuse to enforce part or all of it.

Courts look at:

  • Unequal bargaining power
  • Hidden or deceptive terms
  • Whether the terms “shock the conscience”

Example: A contract that forces a small business to pay a huge penalty for a minor delay may be challenged as unconscionable.


🚫 Not Automatically Unenforceable: Verbal Agreements

Many business owners believe that verbal contracts are never valid — but that’s not true. In Florida, oral agreements can be enforceable if:

  • All key elements are present
  • The subject matter doesn’t require a written agreement under the Statute of Frauds
  • There is supporting evidence (emails, conduct, payment history, etc.)

Still, written contracts are always the safer, more enforceable option — especially in business deals.


🛡️ What to Do If You Think a Contract Is Unenforceable

  • Don’t just walk away — consult with a lawyer first
  • Review the contract language and how it was formed
  • Collect communications, drafts, and other supporting documentation
  • Preserve your arguments if you plan to challenge enforceability in court

How Douglas Firm Helps Florida Businesses

At Douglas Firm, we help business owners:

  • Review contracts for enforceability before signing
  • Identify and raise legal defenses in disputes
  • Negotiate exits from unenforceable agreements
  • Litigate claims where contract validity is at issue

Whether you need to challenge a flawed contract or protect your rights under one, we can help you move forward strategically.


Contact Douglas Firm Today

If you’re dealing with a questionable contract — or need to know whether it will hold up in court — let’s take a closer look before you commit or take action.

📞 954.474.4420
📧 andrew@douglasfirm.com
🌐 www.douglasfirm.com