Business women tearing contract papers

The Difference Between “Material” and “Immaterial” Contract Breaches 

The Parzivand Law Firm, PLLC May 27, 2024

Contracts are the backbone of business operations and transactions, providing a clear framework for expectations, responsibilities, and remedies when things go wrong. But sometimes, even the most iron-clad contracts can be breached. 

However, not all breaches of contract are the same. Whether you are a business or an individual entity, understanding the difference between "material" and "immaterial" breaches can help you manage your contractual relationships more effectively.  

The Parzivand Law Firm, PLLC is here to guide you on contract law and provide customized services to address material and immaterial breaches. With that in mind, let us look at these concepts in detail. 

What Is a Material Breach?

A material breach is a significant violation of the contract terms that fundamentally undermines the agreement's purpose, thereby allowing the non-breaching party to seek remedies such as termination of the contract or damages. This type of breach goes to the heart of the contract and substantially impairs its value to the injured party. 

Key Characteristics of a Material Breach

  1. Significant impact: The breach must have a significant impact on the overall purpose of the contract and the benefits the non-breaching party is expected to receive. 

  1. Irreparability: The breach is often so severe that it cannot be effectively resolved by simple fixes or minor adjustments. 

  1. Failure to perform: The breaching party fails to fulfil a critical obligation under the contract, rendering the entire agreement ineffective. 

Examples of Material Breaches

A construction company hired to build a commercial property fails to meet critical safety standards, making the building unsafe for occupancy. 

A software developer fails to deliver a fully functional application by the agreed-upon deadline, causing significant financial losses to the client. 

What Is an Immaterial Breach?

An immaterial breach, also known as a minor or partial breach, is a less severe violation that does not substantially undermine the contract's overall purpose. While it may cause inconvenience or delay, it does not allow the non-breaching party to terminate the contract but may entitle them to some form of compensation. 

Key Characteristics of an Immaterial Breach

  1. Minor impact: The breach only affects the contract partially and does not significantly alter the overall benefits expected by the non-breaching party. 

  1. Repairable: The breach can often be rectified through minor adjustments or compensatory measures. 

  1. Partial performance: The party breaching has fulfilled most of its obligations, and the breach pertains to a less critical aspect of the contract. 

Examples of Immaterial Breaches

A caterer hired for an event serves the meal 30 minutes late, causing a minor disruption but no significant harm. 

A graphic designer delivers a project two days past the deadline, but the delay does not impact the client's ability to use the designs as planned. 

Laws Relating to Breach of Contract in Texas

In Texas, contract law is governed by both common law principles and statutory regulations. When it comes to determining whether a breach is material or immaterial, Texas courts consider several factors, including: 

  1. The Extent of deprivation: How significantly has the non-breaching party been deprived of the contract's expected benefits? 

  1. Adequacy of compensation: Can the non-breaching party be adequately compensated for the breach? 

  1. Likelihood of cure: Is it likely that the breaching party will resolve the breach promptly? 

  1. Good Faith and fair dealing: Has the breaching party acted in good faith, or has it willfully neglected its contractual obligations? 

These factors help Texas courts assess the severity of the breach and determine appropriate remedies. Both parties in a contract need to understand these nuances to ensure they are adequately protected. 

What Should You Do if a Breach Occurs

Understanding the difference between material and immaterial breaches is essential for anyone involved in contractual agreements. While material breaches significantly impact the contract's purpose and may lead to termination, immaterial breaches are minor and typically result in compensatory measures. 

Regardless of the kind of breach, it is important to protect your interests. Here’s what The Parzivand Law Firm, PLLC recommends: 

Review the Contract

Carefully read the contract to understand the specific terms and conditions related to breaches and remedies. 

Communicate With the Breaching Party

Attempt to resolve the issue amicably by discussing possible solutions or adjustments. 

Document Everything

Keep detailed records of all communications, actions, and impacts related to the breach. 

Consult With an Attorney

Seek legal advice from a competent attorney to understand your rights and options. The Parzivand Law Firm, PLLC specializes in contract disputes and can provide experienced legal guidance. 

Pursue Legal Action if Necessary

If the breach is material and cannot be resolved through negotiation, legal action may be necessary to seek damages or terminate the contract. 

Experienced Employment Law Attorney in Stafford, Texas

Dealing with a contract breach? Call The Parzivand Law Firm, PLLC today and let their legal knowledge and experience in contract law work for you. 

Their attorney can help you get through the situation effectively. Serving clients throughout Stafford, Texas, Sugar Land, and Fort Bend County, The Parzivand Law Firm, PLLC is committed to protecting your interests and helping you achieve favorable outcomes.