What Is a Material Breach?
A material breach is a failure to perform a contract that is serious enough to defeat the essential purpose of the agreement. It goes to the heart of the deal — not a minor or technical slip. When one party commits a material breach, the other party is generally excused from its own remaining obligations and may terminate the contract and sue for damages.
Material vs. Minor Breach
- Material breach — deprives the other side of the benefit they reasonably expected; excuses further performance and allows termination
- Minor (immaterial) breach — a smaller failure; the contract continues, and the remedy is limited to damages for the specific shortfall
How Florida Courts Decide
Whether a breach is material is a fact-specific question. Florida courts weigh factors such as how much the injured party is deprived of the expected benefit, whether that party can be adequately compensated with money, the extent of performance already rendered, and whether the breaching party acted in good faith. Because terminating for a breach that turns out to be minor can itself be a breach, parties should assess materiality carefully — often with counsel — before walking away.
Related Terms
- Breach of Contract — The broader category
- Rescission — A remedy a material breach may support
- Damages — What the injured party may recover
Barnes Walker
Barnes Walker's litigation attorneys pursue and defend breach-of-contract claims in Florida business and real estate disputes. Request a legal inquiry for assistance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC