Breach of Contract and Oral Amendments to Agreements

Florida law has provided guidance when there is claim of breach of contract regarding an oral amendment to written agreement. When a contract is clear and unambiguous, Courts should give effect to the contract as written. See F.H. Paschen, S.N. Nielsen & Associates, LLC v. B& B Site Development, Inc., 311 So.3d 39, 44 (Fla. 4th DCA 2021). Additionally, the Fourth DCA has indicated that courts should not imply a contract when a valid express (written) contract exists. See SPB Homes, LLC v. 84 Lumbar Company, 384 So. 3d 241, 246 (Fla. 4th DCA 2024). 

In Paschen, there was a dispute regarding whether a subcontractor was responsible for the removal and replacement of asphalt from a driveway 311 So.3d 39, 44 (Fla. 4th DCA 2021). The general contractor claimed it was included in the contract and the subcontractor disagreed but moved forward with performing the work anyway with promise of potential payment. Id. After the subcontractor was not paid, it sued for breach of contract. Id. The Fourth DCA found that the contract had no mention of the removal and replacement of asphalt in that particular area and therefore, the general contractor had not breached its contract by not paying the subcontractor the additional money. Id. at 47. The Court left open other causes of action such as unjust enrichment and quantum meruit. Id. Best practices is to make sure to have any amendments to a contract be in writing in order to protect the parties. Otherwise, you may only be left with equitable remedies in order to obtain relief.