{"id":4620,"date":"2026-10-27T06:24:09","date_gmt":"2026-10-27T06:24:09","guid":{"rendered":"https:\/\/www.lawayala.com\/resources\/international-trade-litigation-florida\/what-are-three-things-that-can-cause-a-contract-to-be-void\/"},"modified":"2026-11-04T01:24:56","modified_gmt":"2026-11-04T01:24:56","slug":"what-are-three-things-that-can-cause-a-contract-to-be-void","status":"publish","type":"page","link":"https:\/\/www.lawayala.com\/resources\/international-trade-litigation-florida\/what-are-three-things-that-can-cause-a-contract-to-be-void\/","title":{"rendered":"What Can Cause a Contract to Be Void in Florida"},"content":{"rendered":"\n
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Contract Disputes | Tampa Bay and Hillsborough County<\/p>

Is Your Florida Contract Really Void? Know What Can Cause It<\/h1>

Ayala Law PA focuses on business, commercial, contract and construction disputes. Here is how a contract can be found void, and what businesses should review before they act.<\/p>

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By Eduardo A. Maura \u00b7 Published October 27, 2026<\/p>\n\n

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A void contract has no legal effect from the start. The sections below explain each ground and the Florida rules that apply.<\/p>\n

What It Means for a Contract to Be Void<\/h2>\n

A void contract never had legal force.<\/p>\n

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

Timing can decide the outcome. Under Flaherty v. Flaherty<\/a>, 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.<\/p>\n\n

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If you are reviewing a signed agreement after a deal stalled or a partner objected, our team can talk through its terms with you at (305) 570-2208. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.<\/p>

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Reason One: The Contract Has an Illegal Purpose<\/h2>\n

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<\/a>. That case involved a note repaying gambling debts.<\/p>\n

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.<\/p>\n

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.<\/p>\n

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.<\/p>\n

Reason Two: A Party Lacked Legal Capacity<\/h2>\n

This question turns on who signed and in what role.<\/p>\n

Age is one part of the question. Under Fla. Stat. \u00a7 743.07<\/a>, people who are 18 or older have the rights and obligations of people 21 or older. The statute lists narrow exceptions.<\/p>\n

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. \u00a7 607.0147<\/a> 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.<\/p>\n

Later conduct also matters.<\/p>\n

Reason Three: No Genuine Meeting of the Minds<\/h2>\n

Both sides must agree to the same basic deal. If they do not, there may be no enforceable contract.<\/p>\n

For sales of goods, Florida’s Article 2 rules show how formation works. Under Fla. Stat. \u00a7 672.204<\/a>, 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. \u00a7 672.206<\/a> 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.<\/p>\n

Mutual mistake is a narrower ground. In Waterside at Boynton Homeowners’ Ass’n v. Southern Homes<\/a> 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<\/a> of Palm Beach.<\/p>\n\n

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Other Grounds That Often Make a Contract Voidable or Unenforceable<\/h2>\n

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.<\/p>\n

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>). A promise about future action can also count. The Third District explained in Frutafino v. Dole Chile<\/a> that a promise can be fraudulent if the person promising had no intention of performing.<\/p>\n

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.<\/p>\n

In Basulto v. Hialeah Automotive<\/a>, 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<\/a>). They are judged together, not separately.<\/p>\n

Some contracts are unenforceable because of form rules, not because they are void. Under Fla. Stat. \u00a7 725.01<\/a>, 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. \u00a7 725.01<\/a> 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. \u00a7 672.201<\/a>, 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.<\/p>\n

Questions to Ask About an Agreement You Are Reviewing<\/h2>\n

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.<\/p>\n

Use this checklist when you review a document:<\/p>\n