Material vs immaterial contract breaches: What to know

Feb 17, 2020


Welcome to our comprehensive guide on material and immaterial contract breaches in the real estate industry. At KLA Signing Service, we understand the importance of knowing the differences between these two types of breaches and the implications they can have on your business or as a consumer. In this article, we will provide you with detailed information and insights to help you navigate through contract breaches and make informed decisions.

Understanding Material Contract Breaches

When it comes to contracts, a material breach refers to a significant and substantial failure to perform one or more essential terms of the agreement. It goes beyond minor or insignificant deviations. A material breach typically involves a breach of a fundamental aspect of the contract that substantially affects the rights and obligations of the parties involved.

For example, in a real estate contract, a material breach could occur if a seller fails to deliver the property to the buyer according to the agreed-upon terms, or if the property is found to have major structural issues that were not disclosed prior to the contract signing.

It's important to note that the determination of a material breach may vary depending on the specific contract and jurisdiction. Consulting with a legal professional familiar with real estate law can provide you with the necessary guidance.

Implications of Material Breaches

Due to the substantial impact of a material breach, the non-breaching party typically has several legal remedies available. These may include:

  • Termination of the contract: The non-breaching party may choose to terminate the contract if a material breach occurs. This allows them to seek damages and potentially recover any losses caused by the breach.
  • Specific performance: In some cases, the non-breaching party may seek specific performance, which requires the breaching party to fulfill their obligations as outlined in the contract. This remedy is often sought when the subject matter of the contract is unique or cannot be easily replaced.
  • Compensation for damages: The non-breaching party may be entitled to compensation for any financial losses incurred as a direct result of the material breach. This can include reimbursement for expenses, lost opportunities, or diminished property value.

It is crucial to document the breach and gather any necessary evidence to support your claim in the event of a material breach. Seeking professional legal advice is recommended to ensure you adequately protect your interests and follow the appropriate legal procedures.

Understanding Immaterial Contract Breaches

In contrast to material breaches, immaterial breaches, also known as minor or partial breaches, refer to relatively insignificant failures to perform certain terms of a contract. While they may not affect the overall purpose or core obligations of the agreement, they still constitute a breach of contract.

For example, if a real estate contractor fails to complete minor cosmetic repairs within the agreed-upon timeframe but the main construction work is completed satisfactorily, it may be considered an immaterial breach.

Immaterial breaches often do not grant the non-breaching party the same level of legal remedies as material breaches. However, the non-breaching party may still be entitled to certain options, such as:

  • Request for specific performance: The non-breaching party can request the breaching party to rectify the minor breach and fulfill their obligations as stipulated in the contract.
  • Compensation for damages or losses: If the immaterial breach resulted in financial losses or damages for the non-breaching party, they may be entitled to seek compensation for these losses.
  • Contract modification or renegotiation: Parties involved in an immaterial breach may choose to enter into negotiations to modify or amend the terms of the contract to address the breach and any resulting consequences.

Determining the Significance of Breaches

Understanding whether a breach is material or immaterial requires a careful analysis of the specific circumstances and the contract language. Courts and legal professionals consider various factors, including:

  • The overall purpose and nature of the contract
  • The extent of the breach and its impact on the parties
  • The availability or lack of a feasible remedy
  • The intentions and expectations of the parties at the time of contract formation
  • The reasonableness of the breaching party's actions or failures
  • The industry standards and practices

These factors are taken into consideration to determine the significance of the breach and the appropriate legal remedies available to the non-breaching party.


In the complex world of contracts, understanding the difference between material and immaterial breaches is crucial. As a business or consumer in the real estate industry, being knowledgeable about these breaches can help you protect your rights and make informed decisions. Remember to consult with legal professionals who specialize in contract law and real estate to ensure you have the necessary guidance throughout the process.

At KLA Signing Service, we are dedicated to providing valuable insights and knowledge to empower our clients in the business and consumer services - real estate sector. We strive to ensure you have the information you need to navigate through complex legal matters and make informed choices.