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Non-material Contract Breach

Why Are Contracts Important?

Fulfilling the terms and provisions of the contract is the essence of contractual relationships. Contracts are binding agreements between two parties obliging themselves to perform a specific action or avoid doing something. Upholding contractual terms makes the contracts so effective in regulating everyday business activities. Contracts promote the principles of good faith and trust between the participants of various transactions and provide legal means for enforcing the agreement in case of violating those principles.  

What is a Non-material Breach of Contract?

Depending on the gravity of contract term violations, breaches can be material or non-material. Immaterial breaches do not affect the essence of the contract. Minor violations do not cause rescission because the agreement is enforceable despite non-compliance. Unlike material breaches, the non-breaching party can seek subsequent performance and damages. 

How Do Courts determine the Type of Breach?

The courts in Florida consider all factual circumstances of the case before deciding the degree of violation. The most common factors they take into account are the conduct of the parties, intent, and the gravity of the injury.

  • Depending on how the parties behave during and after the contract violation, the breach can be material or non-material. Non-material breaches typically involve unintentional behavior and efforts to minimize the damage.
  • Intentional violations typically result in a material breach (for example, fraud), while unintentional violations usually constitute an immaterial breach of contract.
  • The gravity of the injury. The seriousness of the injury the complying party suffers determines the type of breach. More severe injuries almost always imply a material breach and vice versa.

Examples of Non-material Breach

The most typical examples of immaterial breach include:

  1. Minor delivery delays. The seller’s failure to deliver goods on time violates the terms of the agreement. Depending on the length of the delay, the breach can be material or immaterial. If it lasted no more than a day, the purchaser has the right to seek specific performance and the damage they suffered. Minor delivery delays are considered a non-material breach.
  2. Delivery of inappropriate goods. Failing to send appropriate goods represents a violation of contractual terms. Because it does not compromise the essence of the contract, the courts classify it as a non-material breach. The complying party can seek subsequent performance in addition to damages.
  3. Minor repairs without giving notice. The lease agreement provisions allow the landlord to perform repairs or enter the premises after giving prior written notice. Doing repairs without notifying the tenant violates the terms of the rental agreement, but it does not affect its purpose. The tenant can continue using the premises under the lease in addition to seeking damages incurred. 
  4. Short delays in payment. Paying for goods and services is the essence of any purchase agreement. Failing to pay with a day or two delay does not constitute a material breach of contract. The seller can seek subsequent performance (the payment) and damages. 

Remedies for a Non-material Breach of Contract in Florida

Under Florida law, the complying party has two legal remedies available in case of an immaterial breach: damages and specific performance.

  1. Damages. Seeking damages in court requires you to prove that the breach of contract caused the damage and the other party is responsible. Immaterial breaches do not compromise the agreement’s integrity making the subsequent performance possible. But the complying party can always seek compensatory or special damages in addition to performance.
  2. Specific performance. Sometimes compensating for the damages is not sufficient. The non-breaching party can additionally seek the performance of the obligation the other party failed to fulfill.

Resolving Non-material Breach of Contract Disputes in Mediation

Resolving breach of contract disputes in mediation offers many advantages litigation lacks. As an out-of-court method, mediation offers confidentiality, neutrality, and the possibility of reconciliation.

Reach out to David L. John

David L. John is a top-notch Florida mediator with decades of experience mediating contract disputes. Knowing the nuances of contract relationships, Mr. John will facilitate negotiations between you and your contract partner, bringing you reconciliation and the continuance of successful cooperation. 

Do not hesitate to reach out today to schedule your consultation.

David John

David L. John

My experience of over 30 years of actual hands-on business experience in manufacturing, professional engineering consulting, construction, commercial & residential real-estate transactions and general business.

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