Miami, FL commercial litigation attorney Robert Zarco talks about whether you can sue over a violation of the spirit and good-faith purpose of a contract, even if the language in the agreement doesn’t seem to support your position. He explains that there is no basis for a lawsuit solely on the claim that the “spirit” of a contract is not being followed. While principles of good faith and fair dealing are considered in evaluating potential breaches, such claims generally must be tied to an explicit provision within the contract that addresses the matter.

He notes that the spirit, or more accurately, the intent of a contract, becomes relevant primarily when interpreting ambiguous provisions. If a contract is clear and unambiguous, courts typically do not need to examine the parties’ intent. However, in situations where multiple interpretations are possible, courts may consider witness testimony to understand the intent of the parties at the time the contract was formed, including the goals they sought to achieve for their mutual benefit.