Definition

Noun: A material breach is a failure to perform a term of a contract that is so fundamental and serious that it defeats the very purpose of the contract. This type of breach destroys the value of the agreement for the non-breaching party, who is then legally entitled to consider the contract terminated and to sue for damages resulting from the breach.

Usage

A material breach is a specific legal term used in contract law. It describes a violation that goes to the core of the agreement, as opposed to a minor or technical violation (often called a "non-material" or "immaterial breach").

Examples

• The court ruled that the supplier's failure to deliver the essential machinery by the agreed date constituted a material breach of the purchase agreement.
• A material breach occurs when a tenant uses a residential property for commercial purposes, violating a central term of the lease.
• The software company's delivery of a product that was completely non-functional was deemed a material breach of the licensing contract.

Advanced Usage

• "To constitute a material breach": To be serious enough to be classified as a material breach.
  • The repeated failure to maintain confidentiality may constitute a material breach of the employment agreement.
• "To find a material breach": A legal determination made by a court or arbitrator.
  • The arbitrator found a material breach, releasing the client from all further obligations under the contract.

Variants and Related Words

• Breach of contract (n): A general term for any failure, without legal excuse, to perform any promise that forms the whole or part of a contract.
• Non-material breach (n) / Minor breach (n): A breach that is not fundamental to the contract; the contract remains in effect but the non-breaching party may sue for damages related to the specific failure.
• Anticipatory breach (n): A declaration by a party, before performance is due, that they will not fulfill their contractual obligations.

Synonyms

• Fundamental breach
• Substantial breach

Related Phrases

• "Give rise to a claim for": To provide the legal basis for a lawsuit.
  • A material breach gives rise to a claim for both termination and damages.
• "Go to the root of the contract": To affect the essential foundation or purpose of the agreement (a phrase often used to describe a material breach).
  • The defect was so severe it went to the root of the contract, amounting to a material breach.

Noun

1. a breach serious enough to destroy the value of the contract and to give a basis for an action for breach of contract