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Defenses to a Breach of Contract Lawsuit

A  valid contract is a legally binding document, and when parties enter into a contract, they are bound by its terms. When one party does not hold up their end of the agreement, they likely have breached the contract. A breach of contract can be intentional or unintentional, but in either case, you can be sued. Fortunately, there are some defenses to a breach of contract lawsuit.

Here are some examples:

Prior Material Breach

If the other side breached the contract first, the other party’s performance may be excused.

Substantial Performance

If the breach is not substantial, the other side might not be able to sue you to get out of their performance.


If someone coerces a party into a contract, the contract may not be enforceable depending on the type of coercion. Attorneys very narrowly apply this defense however.


If a contract contains illegal terms or contemplates illegal activities, it may be void and unenforceable.


Revocation is when the offering party withdraws the offer before the other party formally accepts it. If the party revokes the offer in time, the contract is void and not legally binding.

Unconscionable Contract

An unconscionable contract is very one-sided, and no reasonable person would agree to its terms. Typically, unconscionable contracts occur because one party has a much larger bargaining power than the other. These contracts are not enforceable.  Like duress, the application of this doctrine is limited.


A contract can be modified (with both parties’ agreement) after it has been signed. In this case, the defendant would only be responsible for the amended contract and not the original version. Modification can become a murky area when it is not formally done, and the court must determine what exactly the agreement was based on actions. An experienced Chicago breach of contract lawyer can help here.


Repudiation is when one party states that they will not honor the contract or anticipates breaching the contract. The other party can use repudiation as a defense for breaching the contract as well.


Rescission allows a party to unwind a contract, typically based on a mutual mistake in contracting or fraud.

Our Chicago breach of contract lawyers have extensive experience litigating and defending claims. If you are involved in a breach of contract lawsuit or anticipate breaching a contract, contact us as soon as possible.

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