Remember this law (and I mean: remember this law!):
“An essential element of a claim for breach of contract is the existence of a material breach of a contractual duty.” JD Development I, LLC v. ICS Contractors, LLC, 2022 WL 4587083, *3 (Fla. 2d DCA 2022) (citation and quotation omitted).
This law is important because how can another party breach of a contract if there is no contractual duty you claim they breached? This question, and, of course, the answer, should not be overlooked from a strategic standpoint because it may dictate what claims you assert, how you assert those claims, and how you present your case from a theme and evidentiary standpoint.
JD Development provides an example of why this law is important and how this can play out.
In this case, a site contractor’s written bid formed the parties’ contract. The site contractor sued the owner for non-payment of work it performed under the bid. The owner claimed that the alleged unpaid invoices did not fall within the scope of the work in the bid; therefore, the trial court should have granted a directed verdict in favor of the owner on the contractor’s breach of contract claim. The appellate court agreed!
The site contractor’s bid was a unit cost bid made up of 8 work categories and included exclusions in a notes section that were not included in its bid price. The owner accepted the bid. The site contractor performed 3 of the 8 categories in its bid and then was terminated. The site contractor claimed it was owed in excess of $100,000. This amount represented additional work the site contractor testified it was asked to perform based on site plan revisions. “No testimony was elicited during direct examination connecting the work activities set forth in the disputed invoices to any express provision of the bid.” JD Development, supra, at *2.
The owner moved for directed verdict stating the contractor “failed to present any evidence establishing that the work activities identified in the disputed invoices correlated to any express provision of the bid.” JD Development, supra, at *3. The contractor argued that the unpaid work was contemplated by the exclusions in the bid. For this reason, the trial court denied the motion for directed verdict. The jury returned a verdict in favor of the contractor finding that the owner breached the contract.
As mentioned above, the appellate court agreed that the trial court should have granted the directed verdict. Here is why:
It is undisputed that none of the work activities set forth in the unpaid invoices fell within the scope of the three work categories of the bid actually completed by [the site contractor] prior to termination…Finally, [the site contractor’s] testimony that the activities referenced in the disputed invoices fell within the express exclusions in the “Notes” section of the bid actually supports [the owner’s] position: if the work activities referenced in the disputed invoices are of the type that was expressly excluded from the bid, then clearly the bid did not reflect an agreement as to the performance of—and payment for—those work activities. Stated differently, the bid did not require [the site contractor] to perform those work activities and in turn it did not require [the owner] to compensate [the site contractor] for performing those work activities. Whether the parties may have orally agreed to the performance of those work activities or whether a written document other than the bid reflects the parties’ agreement as to the performance of those work activities has no bearing on whether the trial court properly denied the motion for directed verdict on the breach of contract claim. [The site contractor] pleaded a claim for beach of the written bid and proceeded under that legal theory at trial. And since no reasonable view of the evidence could sustain a verdict in favor of [the site contractor] on its breach of contract claim—even when viewing testimony and evidence in the light most favorable to [the site contractor]—we hold that the trial court erred in denying [the site contractor’s] motion for directed verdict with respect to this claim.
JD Development, supra, at *3.
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