Material Breach

In one sentence

A significant failure to perform a contract obligation that defeats its core purpose.

Plain English

A material breach is a serious violation of a contract—one that goes to the heart of what the parties agreed to do. When a material breach occurs, the non-breaching party can stop performing their own obligations and sue for damages. The breach must be substantial enough that the injured party doesn't get the main benefit of the deal.

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Example

A contractor agrees to build a house with a new roof. The contractor completes the house but installs a used, leaky roof instead. This is a material breach because the homeowner doesn't get what was promised—a new roof is essential to the contract. The homeowner can refuse to pay and sue for the cost of replacing the roof.

Used in a sentence

“The supplier's failure to deliver any of the ordered goods constituted a material breach, allowing the buyer to cancel the contract.”

Related terms

Minor Breach

A small or technical failure to perform that doesn't defeat the contract's main purpose.

Substantial Performance

Completing most of a contract obligation in good faith, even if not perfectly.

Condition Precedent

An event that must happen before a party's obligation to perform becomes due.

Condition Subsequent

An event that, if it occurs, ends or excuses performance under a contract.

Damages Calculation

The process of determining how much money a harmed party should receive for a breach.

Offer

A proposal to enter into a binding agreement on specific terms.

Acceptance

Agreeing to the exact terms of an offer, creating a binding contract.

Consideration

Something of value exchanged by each party to make a contract binding.

This page is a plain-English reference and is not legal advice. Laws vary by jurisdiction and change over time. For specific situations consult a licensed attorney.