What are the defenses to a breach of contract claim?

In Massachusetts, the defenses to a breach of contract claim are divided into two distinct categories: those that concern the contract’s formation and those that challenge the allegation that a breach of contract occurred. The defenses that relate to contract formation include lack of capacity, lack of consideration, duress, mistake, fraud, illegality, and unconscionability. Lack of capacity means that the person being accused of breaching the contract was not legally or mentally able to understand the terms of the contract. Lack of consideration is when the promise between two parties has no mutual value being exchanged. Duress means that one of the parties was forced to enter the agreement through threats or intimidation. Mistake means both parties to the contract mistakenly believe the terms of the agreement. Fraud is when one of the parties lied or withheld information in order to convince the other party to enter the contract. Illegality means that the contract is in violation of the law. Unconscionability means that the contract is overly one-sided or unfair. The defenses that challenge the allegation of a breach of contract include impossibility of performance, impracticability, limitation of damages, anticipatory breach, waiver, and estoppel. Impossibility of performance means that one of the parties was not able to complete their obligation due to an event beyond their control. Impracticability is when the contract is accepted, but one of the parties is unable to reasonably fulfill their obligations. Limitation of damages means that either party to the contract can limit their own liability for any potential breach. Anticipatory breach occurs when one of the parties indicates that they will not complete their obligations prior to the terms of the agreement being met. Waiver is when a party gives up their rights under a contract. Estoppel occurs when one of the parties relies on the other to perform a certain action and the other party fails to do so. All of these defenses are able to be used to challenge a breach of contract claim in Massachusetts. In order for a party to be found liable for a breach of contract, it is important for the other party to be able to prove all of the elements of a breach of contract, including the lack of any of the above-mentioned defenses.

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