Contracts are a part of our everyday lives, allowing our society to more efficiently conduct its everyday business. We rely on contracts to obtain necessary materials, sell our goods & services, and collect payments from consumers and customers. Unsurprisingly, disputes often arise surrounding such contracts. The resolution of these disputes is imperative to the parties and the attorneys at Parks Zeigler are here to assist you in efficiently and economically resolving these disputes to obtain the remedies you deserve.
What is a contract?
A contract creates a legally enforceable agreement between two or more parties. The elements of a contract are an (1) offer, (2) acceptance of that offer, (3) and consideration. Consideration is essential to every contract and, simply put, means the exchange of one thing of value for another. Consideration may be the exchange of money, services, physical property, a promise to do something or even a promise not to do something.
Written v. Oral Contracts
A contract does not have to be in writing to be enforceable. While you always want a written contract so that the terms are spelled out in writing and you do not need to rely upon oral representations; in Virginia, most oral contracts are valid and lawfully-binding. However, certain types of contracts must be in writing and signed by the party to be charged with performance of the contract’s obligations in order to be valid and comply with the Statute of Frauds. Agreements that must be in writing and signed are:
- Contract for the sale of real estate;
- Lease of real estate for longer than one year;
- An agreement that cannot be performed within one year of the date it was entered into;
- Ratification of a contract by a minor reaching 18 years old;
- Agreement by an executor of a deceased person’s estate to pay out of their own funds what the estate owes;
- A promise by one person to be legally responsible for the debt of another person;
- Agreement made on consideration of marriage or a non-marital co-living agreement;
- An agreement to lend more than $25,000; and
- Contracts for the sale of goods for $500 or more
However, under certain circumstances, even when a contract does not comply with the Statute of Frauds, it may be enforceable if one of the parties has already performed its duties under the contract.
Breach of Contract
When a party to a contract fails to fulfill an obligation or duty under the contract, there has been a breach of the contract. In Virginia, one must be able to prove the following in order to succeed on a breach of contract claim:
- A legally enforceable contract between the parties;
- A violation or breach of an obligation under the contract; and
- Injury or damage to the party not in breach as a result of the breach of contract
Not every failure to comply with a contract constitutes a breach of contract, however. To prevail in a breach of contract claim, the injured party must demonstrate that the breach constituted a “material breach.” According to Virginia Code §59.1-507.1, a breach of contract is considered material if:
- The contract defines a particular action as a material breach;
- The breach is a substantial failure to perform a term that is an essential element of the agreement; or
- The circumstances of the agreement and the character of the breach indicate that the breach caused or is likely to cause substantial harm or substantial loss of a reasonably expected benefit.
Examples of a material breach may include failing to perform on time, failing to make a full or timely payment, failing to perform at all, or providing a service of inadequate quality.
In oral contracts where the terms are not memorialized, and even in written contracts, proving a material breach of contract is not always clear cut. There can be many disputes surrounding a breach of contract action, such as:
- If the contract was valid at the time of signing;
- Which party breached the contract first;
- Interpretation of disputed terms of the contract;
- Whether one party waived the other’s breach of contract by its own actions; or
- Whether either party engaged in fraud
At Parks Zeigler, we have experience in assisting our clients with disputes such as these involving a wide range of different contract types, including:
- Service agreements
- Sales contracts
- Employment contracts
- Real estate contracts
- Commercial contracts
- Business contracts
- Insurance agreements
Protect Yourself or Your Business from a Contract Dispute
Whether you are just starting your business or having been operating for decades, Parks Zeigler, PLLC small business attorneys can provide you with knowledgeable legal advice to help you prevent and manage the business disputes that so often inevitably arise. Schedule a consultation with our experienced business attorney now. Call 888-691-9319 or fill out this short form to get started.