Who has legal capacity
Under Florida law, adults — individuals who have reached the age of majority — are presumed to have legal capacity to contract. The age of majority in Florida is 18. An adult who enters a contract is generally bound by it.
Capacity can be affected by minority (being under 18), mental incapacity, or legal disability. The consequences of limited capacity depend on the specific circumstances and the applicable legal rules.
Contracts involving minors
A contract entered by a minor is generally voidable at the minor's election, not automatically void. The minor can choose to affirm the contract upon reaching the age of majority or to disaffirm it. The other party — who had full capacity — cannot void the contract on the basis of the minor's age.
There are exceptions. Contracts for necessities — food, clothing, shelter, medical care — may be enforceable against a minor to the extent of the reasonable value of the goods or services provided. Florida law also has specific rules for certain contracts involving minors in entertainment and other contexts.
A minor who disaffirms a contract generally must return any consideration still in their possession. The rules governing what the minor must return and what they can recover vary depending on the circumstances.
Mental incapacity
A person who lacks the mental capacity to understand the nature and consequences of a contract at the time it is made may be able to avoid it. The standard is whether the person understood what they were doing and the effect of their actions — not whether they were generally impaired or had a diagnosed condition.
A contract entered by a person who was adjudicated incompetent and has a court-appointed guardian is generally void, not merely voidable. A contract entered by a person who was impaired but not adjudicated incompetent is typically voidable at the person's election (or their representative's).
Temporary incapacity — intoxication, for example — can affect enforceability if the other party knew of the condition and the impaired party promptly disaffirms upon regaining capacity. The rules are fact-specific.
Capacity versus authority
Capacity and authority are related but distinct concepts. Capacity concerns whether an individual has the legal status to enter a contract for themselves. Authority concerns whether an individual can bind another person or entity — a corporation, LLC, partnership, or principal.
An individual may have full legal capacity but lack the authority to bind the company they represent. Whether a signature binds an entity is a question of authority, not capacity. See the Authority to Sign definition for more on this distinction.
A practical example
A 17-year-old signs a one-year gym membership contract in Florida. The gym has full capacity; the minor has limited capacity. The contract is voidable at the minor's election.
If the minor turns 18 and continues using the gym without disaffirming, they have likely ratified the contract and are now bound by it. If they disaffirm before turning 18 (or promptly after), they can generally avoid the remaining obligations — but they may need to return any benefits still in their possession.
The gym cannot void the contract simply because the member was a minor. The voidability right belongs to the party who lacked capacity, not the party who had it.
Common misunderstandings
- ✗A contract with a minor is not automatically void — it is generally voidable at the minor's election. The other party cannot use the minor's age as a defense.
- ✗Mental incapacity does not automatically void a contract unless the person was adjudicated incompetent. The standard is whether the person understood the transaction at the time.
- ✗Capacity and authority are different. A person can have full legal capacity but lack authority to bind a company.
- ✗Not every impaired individual lacks capacity to contract. The legal standard focuses on understanding the nature and consequences of the specific transaction.
- ✗Capacity questions require examination of the transaction, the person's understanding at the relevant time, applicable law, and any court order removing rights. Neither a diagnosis nor appointment of a guardian alone answers every question.
- ✗Ratification after reaching majority can make a previously voidable contract binding.
When professional review matters
Capacity questions arise in disputes about whether a contract is enforceable against a minor or a person with a mental disability, and in estate and guardianship contexts where contracts entered before incapacity are at issue.
If you are contracting with a minor or have concerns about a counterparty's capacity, or if you are dealing with a contract entered by someone who later became incapacitated, an attorney can assess the specific facts and applicable law.
Stewart Law reviews and drafts contracts for Florida businesses. See the contract review service or contact us to discuss a specific agreement.
Primary references
- Florida Bar Consumer Pamphlet: Contracts
- Florida Standard Jury Instructions (Civil) — Contract Formation (416.3)
General legal information only — not legal advice. Verify current statutes and rules with an attorney.
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