Types of Contract Breach: Partial, Material, & Total

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  • 0:05 Breach of Contract
  • 2:13 Partial Breach of Contract
  • 3:47 Material Breach of Contract
  • 6:44 Total Breach of Contract
  • 8:25 Lesson Summary
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Lesson Transcript
Instructor: Ashley Dugger

Ashley has a JD degree and is an attorney. She has extensive experience as a prosecutor and legal writer, and she has taught and written various law courses.

A contract is a form of agreement that is legally binding. When one of the contracting parties fails to hold up his or her end of the deal, a breach of contract results. There are three different types of breach of contract. This lesson explains partial, material and total breaches.

Breach of Contract

You're getting married in a few weeks. I run a flower shop and agree to supply you with 100 bouquets of a dozen roses each, for only $12 a dozen. This is our contract, which is like others seen frequently throughout the business world. And just like all contracts, ours has legal ramifications if all areas of the contract aren't met.

Contracts are usually made in an effort to formalize an agreement and to protect the parties in the agreement. A contract will place an obligation on each of the contracting parties. An obligation is a legal duty to do something or to refrain from doing something. In our contract, I'm obligated to supply you with 100 bouquets of a dozen roses, and you're obligated to pay $12 per dozen.

Often, one party to a contract fails to uphold his or her obligations under the contract. This results in a breach of contract. Because contracts are legally binding, a breach of contract results in legal consequences. Once a court decides that a breach has occurred, it will issue a remedy.

A remedy is when a court enforces a right or satisfies a legal harm or injury through compensation. The court uses various types of legal remedies to settle legal claims or disputes between parties. A remedy can be a payment to a party who was wronged by another, or a remedy can simply enforce the provisions of a contract. The type of legal remedy depends on the type of breach.

Sometimes a party will breach the entire contract, or sometimes a party will violate only a small portion of the contract. A breach of contract can be partial, material or total. A savvy businessperson will know the difference and know the legal remedies that accompany each type. Let's take a separate look at each type of breach.

Partial Breach of Contract

Sometimes a party will fail to uphold a portion of the contract, but most of the contract can still be fulfilled. This can result in a partial breach. A partial breach is also sometimes referred to as an immaterial breach.

This type of breach occurs when one party to the contract fails to fulfill a contract term and that term is negligible. 'Negligible' means that the contract term is small or unimportant. A partial breach will be minimal enough that it won't cause the entire contract to fail.

Most of the time, a partial breach will be remedied by a payment, or a credit, to the party who was wronged. For example, let's look at our contract for your wedding roses. Let's say that I deliver the roses, and you pay me the full amount, which is $1,200. After I leave, you discover that one dozen is too wilted for you to use. We argue the matter, and eventually, you sue me in court for breach of contract. The court agrees with you, and I'm ordered to refund your money for one dozen roses. Your remedy is a cash payment, from me to you, for $12.

I only breached a portion of the contract. I fulfilled your order for the majority of the contract. This is a partial breach, and you'll be compensated with a right to damages, or payment, for only the portion of the contract that I breached.

Material Breach of Contract

Sometimes a party will fail to uphold a significant portion of the contract. The breached portion is sometimes central to the rest of the contract, affecting the main goal of the contract. This is a material breach. A material breach occurs when a party fails to fulfill a duty under the contract, and that duty is significant enough that it causes the rest of the contract to fail.

A material breach is usually remedied by excusing the wronged party from any further obligations under the contract. That party can also sue for any damages that he or she incurred as a result of the breach. In any breach of contract case, the court must determine whether or not the breach is a material breach. There are certain guidelines a court generally uses. The court will consider these questions:

  1. Did the breaching party act intentionally, negligently or make an innocent mistake?
  2. To what extent did the breaching party fulfill the obligations of the contract?
  3. What is the possibility that the breaching party will complete the rest of his or her obligations?
  4. How much benefit did the other party receive?
  5. Can the other party be properly compensated for the breach?
  6. What will happen to the breaching party if the other party is excused from further obligations under the contract?

For example, let's look at our contract again. Let's say that I deliver the roses the morning of your wedding, but they are all too wilted for you to use. You call another florist and have last minute roses delivered, and you pay that florist $1,200.

You never paid my bill for $1,200. We argue the matter, and eventually, you sue me in court for breach of contract. The court agrees with you. The court rules that the wilted roses were unusable and that I breached the contract by not delivering fresh, usable roses. The court excuses you from any obligations under the contract. This means you don't have to pay me anything.

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