If you’re running a business in Texas, chances are high that contracts are part of your daily operations. But what happens when someone claims you didn’t hold up your end of the deal? If you’ve been sued for breach of contract, don’t panic.
Being served isn’t the same as being found guilty. There are several valid defenses to breach of contract that can help you protect your business and defeat the claim.
This article provides eight strong arguments you can use and why your response matters more than you think.
Defenses to Breach of Contract Suits
Just because someone filed a breach of contract claim against you doesn’t mean they’ll win. Here are some of the strongest defenses you can raise under Texas law.
1. There Was No Valid Contract
To bring a breach of contract claim, the other party must prove there was a valid, enforceable contract. That means there must have been an offer, acceptance, mutual agreement, and consideration (something of value exchanged). If any of these elements are missing, you may claim there was no contract to breach.
2. You Already Performed or Substantially Performed
This can be a powerful defense when you did what the contract required, or came very close, and the differences were minor. Courts in Texas recognize that an immaterial breach of contract may not be enough to justify a lawsuit. These are small or technical violations that don’t affect the core purpose of the agreement.
3. The Other Party Breached First
Texas law may excuse you from performing your obligations under a contract if the person suing you violated it first. This is a “prior material breach.” You cannot expect to follow through on a deal if the other side has already broken it.
4. The Contract Was Unclear or Ambiguous
If the contract terms were vague, conflicting, or hard to interpret, you might argue that there was no clear agreement about what was required. Courts will often interpret unclear terms against the party that drafted the contract.
5. You Had No Legal Capacity to Contract
For a contract to be enforceable, both parties must have had legal capacity. This means they were of sound mind and had the authority to enter into the agreement. The contract could be invalid if your business representative weren’t authorized, or there were mental capacity issues.
6. The Contract Was Illegal or Against Public Policy
If the contract required something unlawful, such as violating a statute, committing fraud, or engaging in anti-competitive behavior, it may be unenforceable in court. Texas courts will not uphold contracts that go against state law or public interest.
7. You Acted Under Duress or Undue Influence
Contracts must be entered into voluntarily. If the other party pressured, threatened, or manipulated you into signing the agreement, that pressure may give rise to one of the strongest defenses: lack of genuine consent.
8. The Contract Was Modified or Canceled
You may be able to show that the agreement was changed, waived, or mutually canceled after signing it. Even if the change wasn’t in writing, certain circumstances, like clear actions from both parties, can support an oral modification defense.
What Are Affirmative Defenses to Breach of Contract?
Affirmative defenses to breach of contract suits do not dispute the core facts of the plaintiff’s claim. Instead, they acknowledge that the breach may have occurred but that there is a legally valid reason the defendant should not be held liable. They introduce new facts or legal theories that, if proven, defeat or reduce liability even if the plaintiff’s allegations are true.
A few common examples include:
- Waiver. The other party knowingly accepted your performance, even if it didn’t exactly meet the contract.
- Estoppel. You relied on the other party’s actions or promises, and it would be unfair to enforce the contract now.
- Impossibility or impracticability. Something beyond your control, like a natural disaster or supply chain breakdown, made it impossible to perform the contract.
- Expiration of statute of limitations. In Texas, you generally must file a breach of contract claim within four years from the date of the alleged violation. The court may dismiss the case if the lawsuit was not filed within the statute of limitations period.
You must raise affirmative defenses in your legal response or risk waiving them.
How to Respond If You’ve Been Sued for Breach of Contract
If you were served with a lawsuit, don’t delay. Here’s what to do next:
- Review the lawsuit thoroughly to identify who is suing you and what they’re asking for;
- Contact a Texas business litigation attorney immediately;
- Gather the contract and related communications;
- Identify any facts or documents that may support the defenses listed above;
- Let your attorney contact the opposing party directly without your involvement.
The best defense depends on the contract, the claims, and your business goals. The sooner you act, the more options you’ll have.
Hire The Vastine Law Firm, PLLC for Breach of Contract Defense
The Vastine Law Firm, PLLC, can help you fight a breach of contract lawsuit with a smart, tailored strategy. We assist clients at every stage of the case, from reviewing the contract to preparing your legal response, negotiating settlements, or defending you in court.
Scott K. Vastine has over 15 years of business litigation experience and previously served as General Counsel for a $300M real estate investment firm. Our firm has secured favorable outcomes for companies of all sizes, including a $2 million jury verdict against Wells Fargo and dismissals of major contract claims involving fraud, trade secrets, and employment disputes.
What sets us apart:
- Deep knowledge of Texas contract law and commercial litigation,
- Personalized, responsive legal strategy,
- Experience inside and outside the courtroom, and
- Strong communication to keep you informed and in control.
Contact The Vastine Law Firm, PLLC, today to schedule a consultation. We’ll explain your strongest defenses to breach of contract and fight for the outcome that protects your business.
