Effective Defenses to Breach of Contract Claims

 Posted on June 29, 2025 in Commercial Litigation

If your business has been hit with a breach of contract lawsuit, you may be concerned about looming litigation, particularly the financial and resource costs, which can be significant. However, not every breach of contract claim will succeed. Illinois law provides several defenses to breach of contract claims.

Understanding these defenses is critical, whether you are being sued, negotiating a settlement to the dispute, or trying to avoid litigation altogether. An experienced Chicago, IL commercial litigation attorney can defend your business from a breach of contract lawsuit.

What Are Common Defenses to Breach of Contract Lawsuits?

Lack of Mutual Agreement

One of the most fundamental defenses is that no valid contract ever existed. In Illinois, a contract requires mutual agreement between the parties, along with an offer, acceptance, and consideration (something of value exchanged). If one party never agreed to the essential terms or there was a misunderstanding about the agreement, it may not be enforceable.

Fraud or Misrepresentation

If you were misled into signing a contract through false statements or omitted material facts, you may have a valid defense. Illinois courts recognize that contracts entered into through fraud or deceit are not binding. This defense may apply if, for example, the other party intentionally misrepresented their ability to perform or the nature of the agreement.

Duress or Undue Influence

Contracts must be entered into voluntarily. If you were forced or unfairly pressured into signing the contract by threats or exploitation of a position of trust you may be able to argue that the agreement is not enforceable due to duress or undue influence.

Impossibility or Impracticability

If performance under the contract became impossible or unreasonably difficult due to unforeseen events, Illinois law may excuse nonperformance. For example, if a natural disaster, supply chain disruption, or sudden legal change made it impossible to fulfill the terms, this could be a valid defense.

Failure of Consideration

A contract must involve a mutual exchange. If the other party failed to perform their side of the bargain or never provided what they promised, you might be excused from performing your own obligations. This is often seen when one party receives no real benefit or value from the agreement.

Statute of Limitations

Illinois law imposes time limits for filing breach of contract claims. Generally, the statute of limitations is ten years for written contracts and five years for oral contracts. If too much time has passed since the alleged breach, you can argue the claim is time-barred.

Call a Chicago, IL Commercial Litigation Lawyer

Defending against a breach of contract claim in Illinois requires a careful look at the facts, the terms of the agreement, and the conduct of both parties. If you have been sued or believe a claim may be coming, consult with an experienced Cook County, IL commercial litigation attorney. At Teller, Levit & Silvertrust, P.C. we can help your business develop a litigation strategy with the aim of minimizing or avoiding liability. Call us at 312-922-3030 for a consultation.