Most people assume one thing about contracts: if it’s signed, it’s binding. In practice, that assumption causes more business disputes than almost anything else we see.
In Florida, a signed contract can still be unenforceable, sometimes entirely, sometimes in key parts. We regularly represent business owners, real estate investors, contractors, and partners who believed they had a solid deal, only to find out later that the agreement they relied on had serious legal flaws.
This article breaks down the most common reasons a signed contract may not hold up in court, what Florida law actually requires, and how these issues show up in real disputes.
Is a Signed Contract Always Enforceable in Florida?
No, a signature alone does not make a contract enforceable under Florida law.
For a contract to be legally binding, Florida courts generally require:
- An offer
- Acceptance
- Consideration
- Clear and definite terms
- Proper authority to sign
- Lawful purpose
If one of these elements is missing or defective, the contract can be challenged, limited, or voided altogether.
What Is “Consideration” and Why Does It Matter?
Consideration means that each party must give something of value. This does not always mean money, but it must be real and measurable.
Common consideration problems we see include:
- One party promises to do something they were already legally required to do
- The contract only benefits one side with no real exchange
- Vague promises like “we’ll figure it out later”
Florida courts will not enforce a contract where consideration is illusory or nonexistent. If one party has all the obligations and the other has total discretion, the agreement may fail.
Can Ambiguous Contract Language Make an Agreement Unenforceable?
Yes, and this happens more often than people realize.
Contracts fail when key terms are unclear, missing, or internally inconsistent. Courts cannot enforce a deal if they cannot determine what the parties actually agreed to.
Problem areas include:
- Undefined pricing or payment terms
- Unclear scope of work
- Conflicting deadlines
- Vague termination rights
In litigation, ambiguity often leads to:
- Motions to dismiss
- Narrow interpretations that defeat expectations
- Expensive discovery just to figure out what the deal was supposed to mean
A contract does not need to be long to be enforceable, but it does need to be precise.
What Happens If the Wrong Person Signed the Contract?
This is one of the most misunderstood issues in business and real estate disputes.
If someone signs on behalf of a company without proper authority, the contract may not bind the company at all.
Common scenarios include:
- An employee signing a contract they were never authorized to execute
- A manager signing outside the scope of their authority
- A dissolved or inactive entity entering into a deal
- A person signing personally when they intended to bind the company, or vice versa
Florida courts look closely at corporate authority, agency law, and how the signature block is drafted. A simple mistake here can leave one party without recourse.
Can a Contract Be Void Because It Violates the Law?
Yes, a contract that violates Florida law or public policy is unenforceable, even if both parties agreed to it willingly.
Examples include:
- Agreements that violate licensing laws
- Contracts involving illegal activities
- Certain noncompete agreements that do not meet statutory requirements
- Usurious loan agreements
Courts will not enforce a deal simply because it was signed if enforcing it would contradict the law.
What About Oral Agreements or Side Deals?
Side agreements and handshake deals are often where contracts unravel.
Even when there is a signed written agreement, disputes arise when:
- Parties relied on verbal promises not included in the contract
- Side emails or texts contradict the written terms
- Amendments were discussed but never properly documented
Florida follows the parol evidence rule, which can bar outside statements from changing a written contract. This often surprises parties who believed those conversations “counted.”
How These Issues Actually Play Out in Litigation
In real cases, these defects are raised through:
- Motions to dismiss
- Summary judgment motions
- Contract interpretation disputes
- Claims for rescission or declaratory relief
Often, the case is not about whether someone breached the contract, but whether a valid contract existed in the first place.
This is why enforceability matters just as much as negotiation.
How to Protect Yourself Before You Sign
The goal is not to make contracts longer, but to make them legally durable.
Before signing:
- Confirm who has authority to bind the other party
- Ensure all material terms are defined
- Make sure consideration flows both ways
- Avoid vague future promises
- Confirm the agreement complies with Florida law
If you are already facing a dispute, enforceability may be the strongest leverage you have.
When to Speak With a Florida Business Litigation Attorney
At Ayala Law, we regularly handle contract disputes involving businesses, real estate transactions, construction agreements, and commercial relationships throughout Florida. Many of these cases turn on whether a contract is enforceable at all.
If a deal is unraveling, or if you are being threatened with legal action based on a contract you believe is flawed, contact an experienced attorney at 305-570-2208.
You can also email our trial attorney Eduardo directly at eduardo@ayalalawpa.com.
Don’t hesitate to schedule a case evaluation with us online here.
[The opinions in this blog are not intended to be legal advice. You should consult with an attorney about the particulars of your case]
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