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Affirmative Defenses to Breach of Contract Claims in California

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Home > Contract Disputes > Breach of Contract Defenses

Affirmative Defenses to Breach of Contract Claims in California

While the facts of every breach of contract claim are unique, defenses to a breach of contract action are generally based on one or more of the following affirmative defenses:

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1. Economic Duress
This defense is raised when one party uses wrongful act or threat of force to compel another to enter into a contract and the reluctant party has no reasonable alternative but to consent to the contract. This defense is often raised in cases where parties have entered into a valid contract and one party uses coercive measures to force the other party to agree to modify the original contract.

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2. Illegal Subject Matter

An agreement to do something in violation of the law is unenforceable. For example, one party cannot sue another for breach of a contract for failing to provide illegal drugs after receiving payment for said illegal drugs.

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3. Undue Influence
This occurs where one takes unfair advantage of another's weakness of mind or distressful situation to induce him/her into consenting to a contract or wrongfully uses his/her relationship of trust and confidence to force another into consenting to a contract. Submit
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4. Duress
Use of wrongful conduct (physical force or mental pressure) to force another into consenting to a contract and the party claiming duress did not have free will to withhold consent.

5. Against Public Policy (Unconscionability)

This defense is often raised in cases where one party lacks negotiating power and the terms of a contract are excessively or unreasonably beneficial to other party such that it shocks the consciousness of a reasonable person.

6. Fraud
Misrepresentation of an important/material fact by one party in order to persuade the other to agree to the contract and the other party reasonably relied on the misrepresentation in giving his/her consent.

7. Mistake of Fact
Defendant argues that he/she was mistaken about a material fact and the plaintiff knew that defendant was mistaken and used that mistake to take advantage of the defendant. However, to successfully use this defense, defendant must also establish that his/her mistake was not a result of "neglect of a legal duty" i.e., could not have been discovered by undertaking a reasonable inquiry.

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8. Statute of Limitations

Affirmative Defenses to Breach of Contract Claims in California

This defense is raised when the lawsuit is not filed within the time prescribed by law.

9. Novation
This defense is raised in circumstances where one party claims that following the execution of the original contract, both parties substituted (either by writing, words or conduct) a new agreement with the express intent to replace the original contract.

10. Statute of Frauds

Although oral contracts are valid and enforceable in California, certain contracts must be in writing: contracts involving sales of real estate; sale of goods worth more than $500.00; contracts to pay debt of another; leases for more than one year; contracts that cannot be performed within one year and contracts for marriage.

11. Lack of Consideration

Consideration refers to promising to do something that you are not obligated to do or refraining from doing something that you have a legal right to do. Consideration must be mutual. This generally requires each party to give up something as such, a promise to provide a gift does not qualify as a valid contract even if it is in writing. Thus, if consideration is not mutual, the contact is not enforceable.

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