The Difference Between a Material and Immaterial Breach of Contract

When a person or an organization in a joint contract with you doesn’t live up to their end of the bargain, what can you do? Like most things in life, it can depend on the circumstances.

How much does the breach of contract damage you?

You may have high expectations for the other party that they can’t seem to fulfill, but are their lapses merely enough to make you dissatisfied with their services or are their lapses causing you significant harm in some way?

When a breach is merely an inconvenience and does not cause lasting harm, it’s generally considered immaterial. Usually, there’s not much you can do about an immaterial breach except make note of the issues and decide how to approach that particular person or business next time. However, if the breach causes you actual harm, you may be able to take the issue to court.

Consider the following situation: You ordered 100 prints of some paintings from a supplier in anticipation of Black Friday at your art gallery. They were supposed to be delivered before Thanksgiving so that you had time to get them ready, but the delivery driver did not drop them off until Friday morning. While frustrating, you still technically had the prints in time for the big sales. In this case, the breach of contract would likely be considered immaterial.

If the delivery didn’t come until the following Monday, however, that would be a wholly different situation. Because Black Friday would have already passed by the time the package arrived, your gallery would have missed out on a crucial window to bring in more customers and sales. In that case, the failure to meet the delivery agreements would likely be considered a material breach of contract.

What should you do if someone breaches a contract with you?

Contracts are not meant to be broken, but they are generally designed to anticipate problems and allocate risk if a breach does occur. When you’re involved in a contractual dispute, the first thing you need to do is look carefully at the contract’s language to find out what legal options you have. An attorney can help guide you through the next steps.