Is Your Florida Contract Really Void? Know What Can Cause It

A void contract has no legal effect from the start. The sections below explain each ground and the Florida rules that apply.

What It Means for a Contract to Be Void

A void contract never had legal force.

People often mix up two labels, so it helps to separate them. The label matters for timing and for who can raise the issue.

Timing can decide the outcome. Under Flaherty v. Flaherty, ratification occurs when a party entitled to rescind a voidable contract fails to do so after learning the facts that justify rescission. The court in that case did not apply the rule to the agreement before it, so treat this as a general principle, not an automatic result.

Reason One: The Contract Has an Illegal Purpose

A contract that violates a statute or the constitution is void and will not be enforced in Florida courts. The Third District said so in Taboada v. Duarte. That case involved a note repaying gambling debts.

Courts look at what the deal asks people to do. A signed paper does not fix a purpose the law forbids. The signatures matter less than the goal of the agreement.

Here is a business example. Two companies sign a detailed deal to share income from an activity the law prohibits. Both signatures do not make the promises enforceable, because the deal rests on that prohibited purpose.

Read the document for its real goal. Check the recitals, payment terms, and deliverables. A clause that looks routine may tie the deal to an unlawful act.

Reason Two: A Party Lacked Legal Capacity

This question turns on who signed and in what role.

Age is one part of the question. Under Fla. Stat. § 743.07, people who are 18 or older have the rights and obligations of people 21 or older. The statute lists narrow exceptions.

Corporate authority is the other big part for businesses. A company acts through people who have authority to bind it. If someone signed without that authority, the company may need a formal fix. Fla. Stat. § 607.0147 lets the board ratify a defective corporate action, other than an election of the initial board of directors under subsection (2), and shareholder approval is also required where the governing provisions require it. The board must act under s. 607.0148 and state specific items, including the defective action, its date, and the nature of the authorization failure.

Later conduct also matters.

Reason Three: No Genuine Meeting of the Minds

Both sides must agree to the same basic deal. If they do not, there may be no enforceable contract.

For sales of goods, Florida’s Article 2 rules show how formation works. Under Fla. Stat. § 672.204, a sales contract can be formed in any manner that shows agreement. Some open terms do not defeat it if the parties meant to make a contract and a reasonable remedy exists. Fla. Stat. § 672.206 also says an offer invites acceptance in any manner and by any medium reasonable in the circumstances, unless the language or circumstances unambiguously indicate otherwise.

Mutual mistake is a narrower ground. In Waterside at Boynton Homeowners’ Ass’n v. Southern Homes of Palm Beach, the Fourth District said rescission for mutual mistake requires a mistake that is mutual and goes to the essence of the contract. A small detail usually will not do it. In Florida, ‘mutual mistake of fact’ is a legal term, and a court may grant rescission, an equitable remedy, only when the mistake was shared by both parties and the fact goes to the essence of the contract, as explained in Waterside at Boynton Homeowners’ Association v. Southern Homes of Palm Beach.

Other Grounds That Often Make a Contract Voidable or Unenforceable

Fraud, duress, undue influence, and unfair terms are often raised as challenges. Each one turns on how the deal was made, so the facts drive the analysis.

A promise of future action may also be a fraudulent misrepresentation if the plaintiff can show that the person making the promise had no intention of performing, or a positive intention not to perform (Frutafino, S.A.S. v. Dole Chile, S.A.). A promise about future action can also count. The Third District explained in Frutafino v. Dole Chile that a promise can be fraudulent if the person promising had no intention of performing.

Pressure, threats, or a relationship of trust used to push someone into signing can also be raised. Those claims depend heavily on what happened during the signing.

In Basulto v. Hialeah Automotive, the Florida Supreme Court said both procedural and substantive unconscionability must be present. The Florida Supreme Court has held that both the procedural and substantive aspects of unconscionability must be present, although not necessarily to the same degree (Basulto v. Hialeah Automotive). They are judged together, not separately.

Some contracts are unenforceable because of form rules, not because they are void. Under Fla. Stat. § 725.01, certain promises cannot be enforced unless a signed writing exists. Examples include a contract for the sale of land and an agreement not to be performed within one year. Fla. Stat. § 725.01 reads: “unless the agreement or promise upon which such action shall be brought, or some note or memorandum thereof shall be in writing and signed by the party to be charged therewith or by some other person by her or him thereunto lawfully authorized.” For goods priced at $500 or more, Fla. Stat. § 672.201, as amended in 2025, provides that such a contract is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made, signed by the party against whom enforcement is sought or by that party’s authorized agent or broker, subject to the statute’s exceptions, such as merchant confirmations, specially manufactured goods, admissions in court, and goods paid for and accepted.

Questions to Ask About an Agreement You Are Reviewing

Start with the purpose, the signers, the essential terms, and the paper trail. Those answers show which label may fit. Which label fits depends on the facts.

Use this checklist when you review a document:

• Does the deal ask anyone to do something a statute prohibits?
• Who signed, in what role, and did they have authority to bind the party?
• Did both sides understand the price, the subject matter, and the key deliverables the same way?
• Did anyone describe a key fact that turned out to be false?
• Were there threats, heavy pressure, or a relationship of trust involved in signing?
• Does the deal need a signed writing under the statute of frauds?
• What emails, drafts, dates, and messages show how the deal formed?

Electronic signatures are common today. Under Fla. Stat. § 668.004, an electronic signature can sign a writing with the same force as a written signature, unless the law provides otherwise. Under Fla. Stat. § 668.50, the Uniform Electronic Transaction Act applies only when each party agreed to transact electronically.

Related Questions on Contract Validity and Enforcement

A validity question asks whether a contract ever had force. A performance dispute asks whether a party kept its promises. The steps differ, so sort the question first.

Deals across borders add choice-of-law questions, which can change the analysis. Our international trade litigation work covers the broader dispute process in Florida courts and arbitration. Our contract disputes work covers agreements that are valid but not being followed.

Talk With Ayala Law PA About Your Agreement

You may be reading this after a deal stalled, a partner objected, or someone asked you to review a document you did not write. Those situations are stressful, and the paperwork can be hard to sort out alone.

Eduardo A. Maura is the lawyer responsible for this page. Ayala Law PA handles business litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation, and international trade litigation. The firm’s office is at 1646 W Snow Ave in Tampa, Florida, and it represents businesses in Tampa, Hillsborough County, and across Tampa Bay.

If you want to talk through the specific agreement in front of you, contact Ayala Law PA or call (305) 570-2208.