Can I Get Out of a Contract in Florida? Understanding Legal Excuses for Non-Performance

At Perez Mayoral, P.A., a Florida-based business litigation law firm, we regularly help individuals and companies navigate contract disputes and assess their legal options when a deal breaks down. If you’re dealing with a potential breach of contract issue and want to understand your rights, call our skilled Miami, FL small business lawyer today.

When business deals sour, companies often look for a way to walk away from a contract without being sued for breach. Florida law does provide several doctrines that can excuse performance, but courts apply them narrowly. Below are the key theories and examples.

Impossibility And Impracticability

The doctrine of impossibility excuses performance when an event makes performance objectively impossible or extremely impracticable. Florida courts look at the parties’ contract language and the foreseeability of the event. For instance, a force majeure or impossibility clause in a hotel contract only excuses performance if the event making performance illegal or impossible is specifically listed; a pandemic that makes the deal unprofitable isn’t enough. In Magma Global, LLC v. NHT SP, LLC, No. 8:23-cv-02076, 2024 WL 2781964 (M.D. Fla. June 3, 2024), the court rejected a travel company’s attempt to cancel its Super Bowl hotel contract due to COVID-19. The court noted that force majeure clauses are narrowly construed and that mere financial frustration does not equate to legal impossibility. The hotel could still provide the rooms, so the contract’s purpose remained intact.

Impossibility also applies when performance becomes extremely difficult or expensive. In Eastern Air Lines, Inc. v. Gulf Oil Corp., 415 F. Supp. 429 (S.D. Fla. 1975), the airline argued it should be excused from buying fuel after prices skyrocketed, but the court held that extreme cost alone did not make performance impracticable. Similarly, in Hilton Oil Transport v. Oil Transport Co., 659 So. 2d 1141 (Fla. 3d DCA 1995), the court explained that commercial frustration or impracticability applies only when the event was not foreseeable at the time of contracting.

Frustration Of Purpose

Frustration of purpose occurs when performance is still possible but the principal purpose of the contract has been destroyed by an unforeseeable event. Florida courts apply this doctrine sparingly and require that the event not be foreseen or controlled by the parties. For example, in Genuinely Loving Childcare, LLC v. Bre Mariner Conway Crossings, LLC, 100 So. 3d 210 (Fla. 5th DCA 2012), a shopping center tenant sought to cancel its lease after zoning restrictions prevented it from operating a daycare. The court refused, holding that the risk of zoning changes was foreseeable and that the frustration doctrine only applies when the contract’s purpose is totally destroyed.

In Magma Global, the plaintiff argued COVID-19 frustrated the purpose of renting hotel rooms for Super Bowl guests. The court rejected that argument because the primary purpose (providing rooms) remained intact, and the contract required rescheduling if the event were postponed.

Mutual Mistake

A contract can be voidable if both parties entered into it based on a mutual mistake of fact that goes to the essence of the agreement. Florida courts allow rescission or reformation when there is clear evidence of a mutual mistake and the parties did not assume the risk. In Rawson v. UMLIC VP, LLC, 933 So. 2d 1206 (Fla. 1st DCA 2006), the court permitted rescission where both parties believed certain properties were included in a transaction but later discovered they were omitted. Because the mistake concerned a basic assumption, the contract could be unwound.

Likewise, in Goodall v. Whispering Woods Center, LLC, 990 So. 2d 695 (Fla. 4th DCA 2008), the court allowed reformation when the written contract failed to reflect the parties’ intent due to a scrivener’s error.

However, parties bear the risk when they know they have limited knowledge but proceed anyway. In Leff v. Ecker, 972 So. 2d 965 (Fla. 3d DCA 2007), the court held that a buyer who signed a settlement agreement without fully understanding the scope assumed the risk and could not rescind. Mutual mistakes will not be found when only one party misunderstood or when the mistake relates to a collateral matter.

Practical Takeaways

• Include a clear force majeure clause that lists the events (e.g., hurricanes, government shutdowns, pandemics) that permit termination and specify notice requirements. Courts construe these clauses narrowly, so generic language may not protect you.
• Document your performance and communications. If the other party claims impossibility or frustration, written proof that you were ready to perform can defeat the defense, as in Magma Global.
• When negotiating, consider allocating the risk of price increases or regulatory changes to avoid later arguments over impracticability or frustration.
• If an agreement contains a serious error, promptly seek legal counsel to determine whether rescission or reformation is available. Delay or partial performance may waive the defense.

If you’re dealing with a breached contract, want strong protection in your agreements in Florida, or have questions about real estate litigation and property defects, our breach of contract lawyers and business litigation attorneys are here for you. Working throughout Florida, Perez Mayoral, P.A. is ready to assist. Contact us today.