Is the breach of contract material?

| Sep 9, 2020 | Firm News

In Florida, someone can only file an action for breach of contract against you when the breach is material. A contract ideally includes language identifying which of its provisions are material, and how to proceed if a breach occurs. Whether or not this is in the agreement, though, you may find yourself in court. 

The Florida Bar, explains the materiality requirement, including what does and does not qualify. 

Is it essential?

The breach must be one that involves one of your primary duties, or one regarding the essence of the agreement. A judge is not likely to find any of the following provision breaches essential or material: 

  • Ministerial 
  • Technical 
  • Administrative 
  • Minor 

The breach must be so significant that the injured party is no longer bound to the contract. 

Is there an injury?

If the breach does not result in any financial loss, then it is not material. The loss or injury to the other party must be serious, or the violation must significantly affect the rights of one of the parties, or the judge will likely dismiss the case. 

Is timing important?

A delay in fulfilling the terms of the contract may meet the materiality requirement. However, if you miss a deadline, it is only material if the timeline of the contract is an essential matter. The contract does not have to specifically express the time constraints if the facts or performance of the contract make the need to meet the deadlines obvious. 

However, even when the contract does list time constraints, they may not be material if the delays do not affect the outcome significantly. Whether time is of the essence in a contract may be a determination that only a judge can make. Courts address timing on a case-by-case basis.