Also known as: material breach · total breach
Written by attorneys · grounded in primary & secondary sources — see below
A breach of contractual duty that substantially impairs the value of the contract to the injured party at the time it occurs. Such a breach entitles the injured party to damages based on all remaining rights to performance and excuses that party's further duties under the contract.
Dr. Elena Lopez, chief medical officer at ValleyCare Health, learns of a hacker breach exposing thousands of patient records. She directs staff not to notify the board or regulators to protect an upcoming merger. The board later discovers the concealment and treats Lopez's failure as a material and total breach of her officer duties, discharging the corporation from further obligations to her and supporting a damages claim for all remaining rights.
Crown Automotive tells Noon Cars it will supply only half the required brake assemblies after a plant fire and layoffs. Noon treats the announcement as creating an immediate shortfall that substantially impairs the contract value. Noon covers at higher cost and sues for damages based on all its remaining rights to full performance.
Select any source to read its text and confirm it supports the definition.
Crown delivers brake assemblies that meet basic safety rules but lack the enhanced stopping distances Noon requires for racing customers. Noon determines the shortfall substantially impairs the contract's value for its premium product line. Noon refuses further deliveries and claims total breach damages for all remaining performance rights.
Before delivering any hogs, A tells B it will not deliver the live hogs. B refuses the dressed hogs already tendered and claims damages for total breach. The repudiation alone supports recovery based on all of B's remaining rights because it occurs before A receives the agreed exchange.
After missed deliveries and layoffs, Crown responds to Noon's demand for a recovery timeline only with a statement that it remains committed and is ramping up soon. Noon treats the inadequate response as a repudiation indicating Crown will commit a breach giving rise to total damages. Noon covers and sues accordingly.
A repudiates a contract to supply goods before any non-performance. Later facts show the duty would have been discharged by impracticability before any breach by non-performance. A's duty to pay total breach damages is discharged even though the repudiation initially gave rise to the claim.
A breach by non-performance supports total breach damages only when it substantially impairs the value of the contract to the injured party at the time of the breach and it is just to allow recovery based on all remaining rights to performance. This standard applies outside the special cases of repudiation or installment payments.
Supporting sources
A claim for total breach seeks damages based on all of the injured party's remaining rights to performance. A claim for partial breach seeks damages based on only part of those remaining rights.
Supporting sources
Yes. When an obligor repudiates a duty before committing a breach by non-performance and before receiving the full agreed exchange, the repudiation by itself gives rise to a claim for damages for total breach.
Supporting sources
A material breach substantially impairs the value of the contract and excuses the injured party's remaining duties to perform. The injured party may also recover damages for total breach.
Supporting sources
…forthwith. On the other hand, if the jury determines that the entire rental obligation has been extinguished by the landlord’s total breach, then the action for possession on the ground of nonpayment must fail.[^maj-65] The jury may find that part of the tenant’s rental obligation has been suspended but that part of the unpaid…