Reminder: Not Every Breach is a Material Breach of Contract
This is a short reminder. Not every breach of contract is a material breach. That’s right – a breach can be a minor or technical breach that does not actually go to the essence of the contract. If it does not go to the essence of the contract, then how can it be a material breach? It cannot. This is important because you do not want to make strategic decisions on a breach that is not regarded a material breach.
“To constitute a vital or material breach, a party’s nonperformance must ‘go to the essence of the contract.’ A party’s ‘failure to perform some minor part of his contractual duty cannot be classified as a material or vital breach.’” Covelli Family, L.P. v. ABG5, L.L.C., 977 So.2d 749, 752 (Fla. 4th DCA 2008) (citations omitted). Typically, whether a breach is material is a question of fact. Id. “A material breach occurs where the covenant not performed is of such importance that the contract would not have been made without it.” Seawatch at Marathon Condo. Ass’n, Inc. v. Guarantee Co. of N. Am., 286 So.3d 823, 829 (Fla. 3d DCA 2019) (citation omitted).
However, “when there is a disagreement as to the meaning of terms in a contract, one party’s offer to perform in accordance with his interpretation is not itself an anticipatory breach, as “[s]uch a [breach] … must be distinct, unequivocal, and absolute.” Id. (citation omitted). “If the offer appears to be made in the good faith belief that the offeror’s interpretation is correct, that will be evidence of his continued adherence to the agreement.” Id.
If you are dealing with a breach of contract or an anticipatory breach of contract, it is important to consult with legal counsel. By doing so, you are maximizing your rights and arguments with respect to your contract. By not doing so, you could be jeopardizing those same rights and arguments.
Please contact David Adelstein at [email protected] or (954) 361-4720 if you have questions or would like more information regarding this article. You can follow David Adelstein on Twitter @DavidAdelstein1.
