Material Breach of Contract: Definition, Examples and Remedies

January 25, 2024 • Contract Management • 7 minutes

A breach of contract, in general terms, refers to a failure to fulfill the terms of a contract. But when we add the term “material” into the mix, things get more serious.

In contract law, a material breach is a broken promise that affects the very foundation of the agreement. It’s crucial to understand what constitutes a material breach, and what to do if you find yourself on either end of one. So let’s start with a clear definition.

What is a material breach of contract? 

A material breach is a substantial failure in performing a contract which permits the other party to either compel performance, or collect damages because of the breach. It is one of the four main types of breach of contract.

This is a much bigger deal than a minor breach, also known as a partial or immaterial breach, which is a slight deviation from the terms that doesn’t drastically affect the contract’s purpose. A material breach, by contrast, is significant enough to undermine the contract’s value.

Courts consider several factors to determine a material breach. These include the extent to which the injured party is deprived of the benefit they reasonably expected, the likelihood of the breaching party correcting their failure, the nature of their failure, and the hardship caused to the breaching party.

Examples of material breach of contract

Here are three hypothetical real-world examples of material breach of contract, each with an analysis of why it’s considered a material breach:

Construction contract

  • Scenario: A construction company agrees to build a house within a year but stops work after six months, leaving the house half-built and uninhabitable.
  • Analysis: The failure to complete the house is a material breach. It directly undermines the purpose of the contract, which was to construct a house. In this case, the non-completion deprives the homeowner of the core benefit they expected from the agreement.

IT service provider contract

  • Scenario: A business contracts an IT service provider to implement a new software system by a specific date. The provider installs a different, less efficient system and misses the agreed deadline by several months.
  • Analysis: Installing a different system and missing the deadline constitute a material breach. The breach is material as it defeats the purpose of the contract – the delivery of a specific software system within a set timeframe. The client doesn’t receive the system they contracted for, impacting their business operations.

Exclusive distribution agreement

  • Scenario: A manufacturer enters an exclusive distribution agreement with a retailer. However, the manufacturer starts selling their products to a different retailer within the exclusivity period.
  • Analysis: Selling products to another retailer violates the exclusivity clause, representing a material breach. This action significantly affects the original retailer’s expected benefits from the exclusive agreement.

In each of these scenarios, the breach significantly affects the outcome and benefit expected from the contract, making them material.

Consequences of a material breach of contract

The consequences of a material breach of contract are significant and can have far-reaching implications. Here’s what typically happens:

Legal implications for the party failing to perform

  • Lawsuits: The non-breaching party can sue for breach of contract. This could lead to a court case where the breaching party is held legally accountable for their failure to perform.
  • Court orders: Depending on the case, the court might order the breaching party to fulfill their contractual obligations, pay damages, or face other legal consequences.

Types of damages

  • Compensatory damages: These are awarded to compensate the non-breaching party for the losses they incurred due to the breach. The aim is to put the non-breaching party in the position they would have been in if the breach had not occurred.
  • Consequential damages: Also known as special damages, these are awarded for losses that are not directly caused by the breach but are a consequence of it. They must be foreseeable and directly linked to the breach.
  • Punitive damages: In rare cases, if the breach is egregious, punitive damages might be awarded to punish the breaching party and deter similar conduct in the future.

Impact on the contract’s performance for the non-breaching party

  • Disruption of plans: A material breach can significantly disrupt the non-breaching party’s business operations or personal plans.
  • Additional costs: The non-breaching party might incur extra costs to find alternatives or mitigate the impact of the breach.
  • Loss of benefit: The non-breaching party loses the benefit they would have received if the contract had been performed as agreed.

For those facing a potential material breach situation, seeking legal advice is crucial. Legal professionals can provide guidance on the best course of action and help navigate the complexities of contract law.

Remedies for a material breach of contract

When a party faces a material breach of contract, they have several legal remedies available to address the situation and protect their interests.

Legal actions available to the breached party

  • Suing for breach of contract: The most direct course of action is to file a lawsuit against the breaching party for failing to uphold their contractual obligations.
  • Seeking a court order for specific performance: In certain cases, especially where monetary compensation isn’t adequate, the non-breaching party can ask the court to order the breaching party to perform their duties as specified in the contract.

Specific remedies like contract termination

  • Termination of the contract: The non-breaching party has the right to terminate the contract due to a material breach. This releases them from any further obligations under the agreement.
  • Rescission of the contract: This remedy nullifies the contract and aims to return the non-breaching party to the position they were in before the contract was signed.

Seeking compensation or enforcing performance

  • Claiming damages: The non-breaching party can claim compensatory damages to cover the losses incurred due to the breach. These are designed to put the non-breaching party in the position they would have been in had the breach not occurred.
  • Enforcing the original terms of the contract: If the non-breaching party still desires the completion of the contract’s terms, they can seek legal avenues to enforce the original terms of the contract, where feasible.

When a material breach occurs, it’s important to document all evidence of the breach and seek legal advice to understand the best course of action.

What to do when a material breach occurs

If you’re dealing with a material breach of contract, it’s crucial to take specific steps to protect your interests.

What you should do in case of a material breach

  • Document the breach. Record every detail that proves the breach occurred. This includes emails, letters, contract documents, and any other correspondence or evidence that shows the other party failed to meet their obligations.
  • Review the contract. Go back to your contract and review the terms, especially those related to breaches and remedies. This will help you understand your rights and the options available to you.
  • Communicate with the other party. Sometimes, a breach can be resolved through direct communication. Reach out to the other party to discuss the breach and possible solutions. Keep a record of these communications as well.
  • Seek legal advice. Get in touch with a legal professional. They can offer advice on the best course of action, whether it’s negotiating a resolution, seeking damages, or terminating the contract.
  • Consider your options. You need to decide how you want to proceed. This could involve seeking compensation for damages caused by the breach, asking the court for specific performance, or terminating the contract.
  • Prepare for possible litigation. If you’re considering legal action, start gathering all your documents and evidence. A clear, well-documented case is crucial for successful litigation.

Remember, your approach may vary depending on the specifics of the breach and the nature of your contract. Taking swift and informed action is key in addressing a material breach effectively.

Understanding what constitutes a material breach of contract and knowing how to respond effectively are key aspects of navigating contract compliance. It’s crucial to be vigilant, document any breaches thoroughly, and seek legal advice when necessary. Being proactive and informed can significantly mitigate the impact of a material breach.

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