A material breach is a breach of a contract serious enough to defeat the essential purpose of the agreement. It typically gives the non-breaching party the right to terminate the contract and seek damages, distinct from a minor or curable breach.
What qualifies as material
Depends on the contract's purpose. Missing a delivery in a time-sensitive commercial contract is typically material; a minor documentation lapse rarely is. Contract-specific definitions or examples help avoid dispute.
The response protocol
Most contracts include notice-and-cure provisions for breaches, giving the breaching party a window to cure before termination rights vest. Tracking cure windows is a Contract Performance Management responsibility.
