A successful defense requires (1) a solid knowledge of the elements of every claim and affirmative defense and (2) experience knowing how judges and juries look at certain defenses.  So, then, what are the  defenses?


First: Understand the Burden of Proof

The party seeking to enforce the contract has the "burden of proof." It's called a "burden" for a reason. Each element of the claim needs to be proven through competent, credible, reliable evidence by a preponderance of the evidence (more likely than not).  

The party seeking to enforce -- and/or defend a claim -- needs to know the elements of a valid contract in PA; these are:  a valid offer,  acceptance, validating device (consideration), etc. In other words, the Plaintiff must first prove that there was a valid and enforceable agreement. This can be difficult, even if there exists a fully  endorsed written agreement that complies with the  statute of frauds (requirement of a writing). What are  all the terms? The Plaintiff has to the burden to prove  exactly how the Defendant breached a specific term, which may be difficult of any of the records of  dealings between the parties have gone missing, for  example.

The burden then shifts to the defendant to prove that one of the defenses (below) to the contract exists.


Common Defenses


 Other Defenses  

Experienced counsel can timely and effectively raise the wide array of defenses to breach of contract claims in court: 

Wrong Venue

No Jurisdiction Over the Defendant

No Jurisdiction Over the Claim

Failed to Exhaust Administrative Remedies

Should Have Filed in AAA Arbitration

Failure of Consideration (There was Nothing of Value Exchanged Relative to the "Agreement"),


Undue influence

Unconscionable or unconscionability

Adhesion contracts

Mutual mistake or unilateral mistake

Mental incapacity


Gifts (and Therefore No Money is Owed in Exchange)



Accord and Satisfaction

Waiver - Abandonment



Enforcement is Against Public Policy

Ambiguity (for ambiguous contracts)  


Contract Interpretation   

In Pennsylvania, when an ambiguity in the agreement exists, courts will  interpret the contract against the party who drafted it -- unless the  agreement has a clause that provides that each party  had equal say in drafting the agreement.  Either party, plaintiff or defense, can seek something called declaratory relief, where one or both parties ask the court to "declare" the meaning of the contract as it relates to certain facts.   


Other Defenses  

There are numerous other defenses, which range  from blaming the plaintiff for being first to breach,  and  many other defenses.


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