Contract Law

At The Law Office of Ginny L. Goldman, P.A., contract law is one of the firm's core areas of practice. Attorney Ginny L. Goldman has spent nearly four decades drafting, reviewing, negotiating, and litigating contracts on behalf of businesses and individuals throughout Palm Beach County and Broward County. Clients work directly with the attorney — never a paralegal or associate — and receive senior-attorney attention at rates that are genuinely competitive with larger firms.

What Is a Contract Under Florida Law?

A contract is a legally enforceable agreement between two or more parties. Under Florida law, a valid contract requires three essential elements:

• Offer and acceptance: one party proposes specific terms and the other agrees to those exact same terms, achieving what courts call a "meeting of the minds."
• Consideration: each party must give something of value — money, services, property, a promise to act, or a promise to refrain from acting.
• Mutual assent: both parties must genuinely and voluntarily agree, free from fraud, coercion, duress, or misrepresentation.

If any of these elements is missing, a court may find that no enforceable contract exists. Several legal defenses can also void or limit enforcement even when the basic elements are present, including:

• Illegality: contracts for illegal purposes are unenforceable.
• Lack of capacity: minors and individuals who lacked mental capacity when signing may void a contract.
• Fraudulent inducement: if one party was deceived into signing, the contract may be rescinded.
• Unconscionability: courts may refuse to enforce contracts whose terms are shockingly one-sided.
• Mutual mistake: if both parties were wrong about a fundamental fact, the contract may be rescinded.

Understanding these principles is the foundation of effective contract representation — whether Attorney Goldman is drafting a new agreement, reviewing one you have received, or litigating a dispute in the courts of Palm Beach or Broward County.

Written vs. Oral Contracts in Florida

Florida law recognizes both written and oral contracts, but the practical differences are significant. Oral contracts are notoriously difficult to prove, because the only evidence is typically the conflicting testimony of the parties — in a dispute, each side remembers a different promise.

The Florida Statute of Frauds (Section 725.01) requires that certain contracts be in writing to be enforceable, including contracts for the sale of real property, contracts that cannot be performed within one year, and contracts for the sale of goods valued at $500 or more.

The main reason for having a written contract is to protect your rights in a court of law. A signed written contract is the best protection a business or individual can have if a breach occurs. Without it, you are relying on the other party's word — and courts have limited ability to enforce promises that were never put on paper.

A well-drafted written contract eliminates ambiguity, sets clear expectations, and gives both parties a reliable roadmap for resolving disputes without litigation. Any agreement with meaningful financial or legal consequences should be documented in writing and reviewed by counsel before signing.

Types of Contracts We Handle

Across nearly four decades of practice, Ginny L. Goldman has drafted, reviewed, and negotiated virtually every category of commercial and personal contract used in South Florida.

Business & commercial contracts — shareholder and LLC operating agreements, buy-sell agreements, partnership and independent-contractor agreements, agency and consulting contracts, employment agreements and non-compete clauses, distribution and vendor agreements, and loan and security agreements. Ginny also serves as outside general counsel to local businesses, reviewing contracts and providing proactive guidance before problems develop.

Real estate contracts — residential and commercial purchase and sale agreements, listing agreements, commercial and residential leases, construction contracts, deeds, mortgages, and promissory notes. Errors in a purchase agreement, lease, or deed can have lasting financial consequences.

Joint ownership agreements — when two or more people or entities own property together, a written agreement decides who pays ongoing expenses, what happens if one owner wants to sell, how the property is valued, and how proceeds are distributed. Without one, Florida's default statutory rules apply — which may not reflect what the parties intended.

Breach of Contract: What Happens When an Agreement Is Violated?

A breach occurs when one party fails to perform its obligations under a valid agreement without a legally recognized excuse. Breaches range from minor failures, such as a late payment, to material breaches that go to the heart of the agreement and allow the other party to terminate and seek damages.

Type of Breach	Description & Effect
Material breach	A failure so significant it defeats the purpose of the contract. The non-breaching party may terminate the agreement and sue for damages.
Minor breach	A partial failure that does not defeat the contract's purpose. The non-breaching party may sue for damages but must still perform.
Anticipatory breach	One party signals in advance that it will not perform. The other party may treat the contract as terminated and seek damages immediately.
Actual breach	A party fails to perform at the time performance is due.

Florida courts recognize several remedies for breach of contract: compensatory damages that put the non-breaching party where it would have been had the contract been performed; consequential damages for foreseeable losses flowing from the breach; specific performance ordering the breaching party to perform (common in real estate, where money damages are inadequate); and rescission, cancelling the contract and returning the parties to their original positions. Florida follows the American Rule on attorney's fees — each party pays its own unless a contract, statute, or court rule provides otherwise, which is why many commercial contracts include a fee-shifting clause.