FAQ: Is a Breach of Contract a Tort?

Breach of contract claims usually let you recover economic damages like lost profits or unpaid amounts.

Business torts, on the other hand, might let you get additional remedies — most notably punitive damages, which are generally unavailable in pure contract claims. Consequential damages can also be available in tort cases, though it’s worth noting they can be recoverable in contract claims too, provided the losses were foreseeable at the time the contract was formed.

That’s another reason why businesses should explore whether a dispute might involve more than just a contract issue – a good business torts lawyer can help you figure out whether any additional claims are on the table.

Is a Breach of Contract a Tort in Florida?

In Florida, a breach of contract isn’t usually considered a tort – but there are some special circumstances.

Florida courts are pretty clear that contract and tort claims are distinct, but there are situations where the same conduct can support both kinds of claims.

Key Principles in Florida

Independent Tort Doctrine

In Florida, we’ve got the independent tort doctrine, which means that you can’t just turn a breach of contract claim into a tort claim unless there’s some conduct that’s independent of the breach.

For example:

• Failing to do what you promised in a contract isn’t a tort by itself
• But if you’re committing fraud in connection with that contract, that’s a separate tort claim

The question is whether the wrongdoing goes beyond just not meeting your contractual obligations.

Negligence and Fraud

There are certain kinds of misconduct that can give you a valid tort claim even if there is a contract in place.

Fraud

Fraud is a pretty common way that disputes can turn into both contract and tort claims.

For example:

• Misrepresenting facts to get someone to sign a contract
• Giving false information during negotiations

These kinds of actions can give you a fraud claim, which is a recognized business tort.

Negligence

Negligence claims in contract situations have historically been limited by the economic loss rule — but following the Florida Supreme Court’s ruling in Tiara Condominium Association v. Marsh & McLennan (2013), that restriction is now largely confined to product liability cases. In most business disputes, a negligence claim may still be available where a separate duty of care exists outside the contract itself.

Damages

In Florida, the kind of damages you can get depends on whether the claim is based on contract law or tort law.

• Contract claims usually let you recover economic losses
• Tort claims might let you get broader damages, like those related to misconduct or harm caused by wrongful acts

That can make a big difference in the value and strategy of a case.

What’s the Exception?

There are some special situations where a tort claim might still be available, even if you’ve also got a breach of contract claim.

These usually involve situations where:

• There’s intentional misconduct
• The conduct is separate from the contract itself
• The actions break a duty that exists outside of the contract

Examples of this include:

• Fraudulent inducement
• Interfering with a business relationship
• Unfair competition

Where a dispute involves unfair competition, it can often be pursued as a business tort alongside a breach of contract claim. It’s also worth noting that Florida has a dedicated statutory framework for this — the Florida Deceptive and Unfair Trade Practices Act (FDUTPA) — which operates separately from common law tort claims and can provide its own remedies. Depending on the circumstances, both avenues may be worth exploring.

Common Scenarios We See All The Time

When it comes to business disputes, we frequently find that the line between contract issues and potential tort claims gets blurred.

Here are just a few examples of the types of situations we come across:

• When one party enters into a contract based on false representations
• When a business partner engages in improper or unethical conduct
• A competitor trying to sabotage an existing agreement
• Some party deliberately causes problems with the contractual relationship

As a result we often see disputes that involve both contract law and business torts, and the line between the two can be quite fuzzy.

Why This Matters So Much for Businesses in Dispute

Getting to grips with whether a claim is just about breach of contract or whether it also involves a tort can make all the difference in terms of:

• Your overall legal strategy
• What kind of damages you might be able to claim
• Your bargaining power at the negotiating table
• What kind of value your case is likely to have

When you are in the middle of a dispute, it really is essential to get a good understanding of all the potential claims you can pursue – and that can be especially important in complex commercial disputes where there are multiple potential legal angles.

Working with an experienced business torts lawyer can make all the difference in teasing out whether what you are dealing with is just a contract dispute or whether there is a tort-based claim lurking in the background.

Getting Your Head Around Your Options in a Business Dispute

The key thing to bear in mind is that just because there has been a breach of contract, this does not automatically mean that there has been a tort too. What we are looking for is whether there has been some independent wrongful conduct that has gone beyond the terms of the contract.

Here in Florida, the rules are guided by principles like the independent tort doctrine and the economic loss rule – both of which give us an idea of when we can bring a tort claim alongside a breach of contract claim.

Given how tricky these issues can be, it’s really worth taking the time to get a good understanding of your situation and what your options might be. The last thing you need when you are in the middle of a dispute is to find out that you could have got a better outcome if only you had known about a particular legal theory.