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A breach of contract complaint puts two documents on your desk: the lawsuit and the contract it is built on. Before the response deadline runs, read the second one as closely as the first. Arbitration clauses, venue terms, notice requirements, and fee provisions can shape the case, and some of them must be raised in your first filing or they may be lost.
This article covers the contract-specific decisions to make before your answer is due in a Florida state court case. For the broader defenses to the claim itself, see what business defendants can still control after being sued.
How Long Do You Have to Respond?
Under Rule 1.140 of the Florida Rules of Civil Procedure, a defendant must serve an answer within 20 days after service of original process and the initial pleading, unless a Florida statute sets a different time. If you serve a motion under the rule and the court denies it, the answer is due 10 days after the court’s order is filed.
Day one is the day after your company was served. Calendar the deadline before you do anything else. If you need more time, ask before the deadline passes. Rule 1.090 lets the court extend a deadline for good cause when the request is made before the time expires, but a request made afterward requires a showing of excusable neglect.
Letting the date pass starts a separate process. See what happens if you miss the deadline to respond and what happens if you ignore a lawsuit for how defaults work.
1. Did the Plaintiff Attach the Contract?
Check the exhibits first. Rule 1.130(a) requires contracts and other documents “on which action may be brought or defense made,” or the material portions of them, to be incorporated in or attached to the pleading.
That rule matters two ways:
- A missing contract can be a basis for a motion directed at the complaint. If the plaintiff sued on an agreement it did not attach, raise that with counsel before answering.
- An attached contract becomes part of the complaint. Rule 1.130(b) makes any attached exhibit part of the pleading “for all purposes.”
The second point matters more than it looks. In Ginsberg v. Lennar Florida Holdings, Inc., the court held that where the allegations of a complaint are contradicted by the attached exhibits, “the plain meaning of the exhibits will control.” Compare every allegation to the contract language the plaintiff attached.
2. Does the Contract Require Arbitration?
If the agreement has an arbitration clause, decide whether to enforce it before you litigate anything else.
The Florida Supreme Court in Raymond James Financial Services, Inc. v. Saldukas stated that “a party’s contract rights may be waived by actually participating in a lawsuit or taking action inconsistent with that right.”
Pleading arbitration is not the same as preserving it. The Saldukas standard turns on conduct, so a company that asserts arbitration and then keeps litigating the merits risks waiving the right it raised.
If arbitration is the better forum for your company, the first filing should say so. Our arbitration and mediation attorneys can evaluate whether the clause covers the claims pleaded.
3. Does the Contract Say Where the Case Belongs?
Look for a forum selection or venue clause. An objection to venue, including one based on a forum selection clause, belongs in the first response: improper venue is one of the defenses Rule 1.140 treats as waived if it is left out of your first motion under the rule or, if you file no motion, your answer.
The same is true of lack of personal jurisdiction, insufficiency of process, and insufficiency of service of process. A company that moves to dismiss on one ground and omits one of these defenses may lose it. Failure to state a cause of action and lack of subject matter jurisdiction survive longer under the rule.
Bring the contract to counsel before anything is filed on your behalf, so every threshold objection goes into the same first response.
4. Were the Conditions Precedent Actually Met?
Many commercial contracts require written notice of default and an opportunity to cure before a party can sue. Payment terms may also depend on acceptance, inspection, or certification.
Under Rule 1.120(c), a plaintiff may allege generally that all conditions precedent have been performed or have occurred. The defendant’s denial of performance or occurrence “shall be made specifically and with particularity.”
A general denial does not satisfy that rule. If the plaintiff skipped a notice-and-cure step, your answer should identify the condition and explain how it went unmet. Disputes over whether a party performed at all are covered in defending a breach of contract lawsuit when performance is disputed.
5. Do You Have Your Own Claim Against the Plaintiff?
If your company has a claim arising from the same deal, you generally must bring it now. Rule 1.170(a) requires a pleading to state as a counterclaim any claim the pleader has against an opposing party that “arises out of the transaction or occurrence that is the subject matter of the opposing party’s claim,” subject to narrow exceptions.
Missing a compulsory counterclaim can cost you the claim. In Londono v. Turkey Creek, Inc., the Florida Supreme Court stated that failure to raise a compulsory counterclaim in the first suit “will result in a waiver of that claim.”
Rule 1.170(f) allows an omitted counterclaim to be added by amendment with leave of court when it was left out through oversight, inadvertence, or excusable neglect, or when justice requires. Leave is discretionary, so plan for the counterclaim before the answer goes in.
Common contract-related counterclaims include the following, some of which may need to be pleaded in the alternative depending on the contract terms:
- Unpaid invoices on an open account
- The reasonable value of work performed under quantum meruit
- Breach of the implied covenant of good faith and fair dealing
- The plaintiff’s own breach of the same agreement
6. Who Pays the Attorney’s Fees?
Read the fee clause before you set a litigation budget. Under section 57.105, Florida Statutes, if a contract allows attorney’s fees to one party for enforcing it, the court “may also allow reasonable attorney’s fees to the other party when that party prevails in any action, whether as plaintiff or defendant, with respect to the contract.”
A one-sided fee clause can work in the defendant’s favor. The statute applies to contracts entered into on or after October 1, 1988. The same clause also creates exposure if the plaintiff prevails, which belongs in any early settlement analysis alongside the damages the plaintiff can recover.
What Should You Gather Before Your Lawyer Drafts the Response?
Collect the documents that answer the six questions above, and do it in the first few days:
- The signed contract, every amendment, and any change orders. Unsigned drafts and proposals help establish what was negotiated.
- Every notice sent or received. Default letters, cure notices, and termination letters test the conditions precedent.
- Invoices, payment records, and account statements. These support both the defense and any counterclaim.
- Emails and texts about performance. Put a litigation hold in place before anything is deleted.
- A timeline with the date of the alleged breach. Florida limitations periods generally run from the breach, not from the date the contract was signed.
Our guide on what to bring to your first meeting with a litigation lawyer walks through the full list. The first 72 hours after service and the early defense moves that protect your business cover the rest of the opening phase.
What Comes After the Answer?
Once the first response is filed, the case moves into case management, disclosures, and discovery. See the stages of a business lawsuit for the full sequence, and common defenses that can defeat a breach of contract claim for the merits arguments your answer may preserve.
Talk to a Florida Lawsuit Defense Attorney
This article is general information about Florida procedure, not legal advice. The right response depends on your contract and the facts of your case.
Jimerson Birr represents Florida businesses statewide in lawsuit defense and business litigation, including breach of contract disputes. If your company has been served, contact our office before the response deadline runs.