Written by attorneys · grounded in primary & secondary sources — see below
A fact whose existence or nonexistence could affect the outcome of a legal proceeding or the validity of a transaction. Courts and parties treat the fact as material when its resolution would change the result under the governing substantive law.
Sources & Authorities· 22 primary sources
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How it applies
Common Examples
6
Summary Judgment Motion
Metro Bank sued Michelle Murphy for breach of a loan agreement. Metro moved for summary judgment and pointed to undisputed records showing the loan was never repaid. The court granted the motion because no genuine dispute existed over any fact that would change the outcome under contract law.
Corporate Opportunity Disclosure
Maurice Marshall, an officer of Magnolia Foods, learned of a new distribution contract. He presented the opportunity to the board but omitted the contract's profit margins and his personal interest in a competing bidder. The board rejected the deal. Marshall later pursued it himself. The omission of those details prevented valid disclaimer of the opportunity.
False Statement to Tribunal
Miranda Morales represented a client in a contract dispute. She told the court that her client had never received a termination notice. Morales later discovered an email proving receipt but did not correct the record. The court treated the uncorrected statement as a false assertion of material fact.
Partnership Loyalty Ratification
Marco Marquez and Melanie Morris formed a partnership to develop software. Marquez proposed selling a key asset to his own new company. After full disclosure of the asset's value and his conflict, the partners voted to approve the sale. The disclosure of those facts allowed valid ratification of the transaction.
Trustee Breach Ratification
Maya Malik served as trustee of a family trust. She sold trust property to a relative at below-market value. Beneficiary Morgan Financial later learned the sale price and the family relationship. Because Morgan did not know those facts when it signed a release, the release did not protect Malik from liability.
Fraud in Donative Transfer
Melanie Morris told her elderly uncle that his favorite charity had misused funds. She knew the statement was false. Relying on it, the uncle changed his will to leave his estate to Melanie instead. The false statement concerned a fact that directly caused the change in the donative transfer.
Common questions
Frequently Asked
6
How does a court decide whether a fact is material on summary judgment?+
A fact is material when its resolution would affect the outcome under the governing substantive law. The court looks to the elements of the claim or defense and asks whether the disputed fact could change the result.
Supporting sources
What must be disclosed about a business opportunity under corporate statutes?+
A director or officer must disclose all material facts concerning the opportunity before seeking corporate disclaimer. Material facts include those that would influence the corporation's decision whether to pursue the opportunity.
When does a false statement to a tribunal violate professional conduct rules?+
A lawyer violates the rule by making or failing to correct a false statement of material fact or law. The statement is material if it could influence the tribunal's decision on an issue in the proceeding.
Supporting sources
What disclosure allows partners to ratify a transaction that would otherwise breach loyalty?+
Partners may ratify after full disclosure of all material facts. The disclosure must include every fact that a reasonable partner would consider important in deciding whether to approve the transaction.
Supporting sources
When is a beneficiary's release of a trustee ineffective?+
A release is ineffective if the beneficiary did not know of the beneficiary's rights or of the material facts relating to the breach at the time of the release. Material facts are those that would have affected the beneficiary's decision to release the trustee.
Supporting sources
What makes a misrepresentation material in a claim of fraud on a donative transfer?+
A misrepresentation is material when it concerns a fact that was intended to and did lead the donor to make a transfer the donor would not otherwise have made. The fact must be one that substantially influenced the donor's decision.
Supporting sources
are relatively simple. In 1944, Lowell Franklin, a resident of California, purchased a life insurance policy from the Empire Mutual Insurance Company, an Arizona corporation. In 1948 the…
fact
is otherwise insignificant. C Even before this Court's decision in TSC Industries, the Second Circuit…
EvidenceRelevancy and reasons for excluding relevant evidence · Real, demonstrative, and experimental evidenceUBEIntermediate