Under Florida Law, May a Defendant Raise the Defense that the Plaintiff Consented to an Alleged Breach of Contract?

Florida recognizes the affirmative defense of ratification in a breach of contract case. “An agreement is deemed ratified where the principal has full knowledge of all material facts and circumstances relating to the unauthorized act or transaction at the time of the ratification. An affirmative showing of the principal’s intent to ratify the act in question is required.” Frankenmuth Mut. Ins. Co. v. Magaha, 769 So.2d 1012, 1022 (Fla. 2000) (citations omitted). In order to establish the affirmative defense of ratification, a defendant must prove all of the following:

1. The defendant performed an act or transaction which breached the contract;

2. The plaintiff knew of the act or transaction;

3. The plaintiff knew that it could reject the contract because of the act or transaction; and

4. The plaintiff accepted the act or transaction, or expressed its intention to accept the act or transaction.

Joel Ewusiak frequently represents parties in breach of contract disputes. Please contact Joel for legal assistance with your specific matter.