What Makes a Contract Enforceable in Florida? The Five Key Requirements You Need to Know

At Perez Mayoral, P.A., a Florida-based business litigation law firm, we help businesses and individuals ensure their contracts are enforceable and compliant with Florida law. Whether you are drafting a new agreement or involved in a contract dispute, knowing the essential elements of a valid contract is critical. If you need help with a business agreement or contract enforcement, call or email our Miami, FL small business lawyer.

For a contract to be enforceable in Florida, it must meet certain basic requirements. While Florida recognizes written, oral, and electronic contracts, all agreements must include offer, acceptance, consideration, capacity, and legality. Below is a breakdown of each element with examples and relevant Florida law.

Offer

A contract begins with an offer—a proposal to do or refrain from doing something, with clear terms and an intent to be bound. The offer must be definite enough for a court to understand the obligations being proposed. In Cheverie v. Geisser, 783 So. 2d 1115 (Fla. 4th DCA 2001), the court explained that an offer must contain sufficiently definite terms so that the performance required is reasonably certain.

Acceptance

Acceptance occurs when the offeree clearly agrees to the terms of the offer. Under Florida law, acceptance must mirror the offer; otherwise, it is treated as a counteroffer. Acceptance can be conveyed orally, in writing, by conduct, or electronically. In St. Joe Corp. v. McIver, 875 So. 2d 375 (Fla. 2004), the Florida Supreme Court held that acceptance by performance is valid if the conduct clearly communicates assent.

Consideration

Consideration is the bargained-for exchange of value. Each party must provide something of value—whether money, services, or a promise to act or refrain from acting. A promise unsupported by consideration is typically not enforceable. In Am. Bankers Life Assurance Co. of Fla. v. 1st Source Bank, 559 F. Supp. 2d 831 (M.D. Fla. 2008), the court reiterated that mutual promises are sufficient consideration to form a binding agreement, so long as they are not illusory.

Capacity

All parties must have the legal capacity to enter into a contract. Contracts with minors are generally voidable at the minor’s option. In Krasnek v. Mutual Life Ins. Co. of N.Y., 262 So. 2d 211 (Fla. 4th DCA 1972), the court held that a person must understand the nature and consequences of the transaction to have capacity. Contracts signed by someone without mental capacity or under the influence of drugs or alcohol may be voidable. For businesses, the person signing must have actual or apparent authority to bind the entity.

Legality And Public Policy

A contract must have a lawful purpose. Agreements to do something illegal or against public policy are void and unenforceable. For example, in Pillow v. Avco Financial Services, 579 So. 2d 1151 (Fla. 5th DCA 1991), the court refused to enforce a loan agreement with an illegal interest rate in violation of Florida’s usury laws. Likewise, contracts that violate licensing requirements or regulatory statutes are often held invalid. Non-compete agreements that are overly broad in time or scope may be struck down as against public policy unless they meet the standards of Fla. Stat. § 542.335.

Florida Specific Considerations

• Statute of Frauds: Under Fla. Stat. § 725.01, certain contracts must be in writing to be enforceable, including contracts for the sale of real estate, guaranties, contracts not to be performed within one year, and the sale of goods over $500 (see Fla. Stat. § 672.201).
• Electronic contracts: Florida’s Electronic Signature Act (Fla. Stat. § 668.50) provides that electronic signatures and records are legally valid. Contracts cannot be denied legal effect solely because they are in electronic form.
• Clarity of terms: Courts interpret contracts based on their plain language. In Lanzano v. City of N. Miami Beach, 720 So. 2d 309 (Fla. 3d DCA 1998), the court noted that ambiguity may permit the use of outside evidence, but where language is clear, it controls.

To ensure enforceability, businesses should draft clear, complete agreements, confirm that the signatories have authority, and comply with applicable Florida statutes. When in doubt, consult legal counsel before entering into or relying on a contract.

If you need help drafting, reviewing, or enforcing a business agreement in Florida, Perez Mayoral, P.A. is ready to assist. We handle breach of contract, real estate litigation and property defects, and commercial litigation matters across the state. Call or email us to schedule a consultation.