Written by attorneys · grounded in primary & secondary sources — see below
Information that would influence the decision of a reasonable person in a given context or that substantially affects the rights or obligations of parties to a transaction or proceeding.
Sources & Authorities· 23 primary sources
Select any source to read its text and confirm it supports the definition.
Statutes
Federal Rules
Uniform Acts
Model Codes
Restatements
Dictionaries
How it applies
Common Examples
6
Summary Judgment Dispute Over Emails
Matthew Martinez sued Mercury Industries in federal court alleging wrongful termination. Mercury moved for summary judgment and argued that no genuine dispute existed over whether Martinez had received the disputed performance reviews. The court examined the record and found that the missing emails contained details about comparable employee discipline that would affect a reasonable factfinder's view of the company's stated reasons for the discharge.
Corporate Opportunity Disclosure
Mason McCarthy, an officer of Magnolia Foods, learned of a new distribution contract that fit the company's existing product line. McCarthy presented the opportunity to the board but omitted the projected profit margins and his personal relationship with the supplier's owner. The board declined the opportunity without the omitted facts, allowing McCarthy to pursue it personally through a separate entity.
False Statement to Tribunal
Malcolm McKinley represented Madison Meyers before an administrative tribunal and stated that Meyers had never received prior warnings about workplace safety. McKinley later discovered internal memos showing two earlier warnings but did not correct the record. The tribunal relied on the uncorrected statement when deciding the penalty phase of the proceeding.
Concealment in Equipment Sale
Monica Morgan sold used manufacturing equipment to Maxwell Manufacturing. Morgan knew the press had a cracked housing that would require immediate repair but covered the crack with a temporary panel before inspection. Maxwell discovered the defect only after the sale closed and incurred substantial downtime costs.
Partnership Ratification Vote
Megan Moore and her partner in Mirage Hotels discussed a side lease with a competing chain. Moore provided only a brief oral description that omitted the lease's below-market rent and her ownership interest in the competing chain. The other partner voted to approve the transaction based on the incomplete account.
Trustee Breach Consent
A beneficiary of a trust administered by a corporate trustee signed a release after the trustee transferred trust assets to an affiliated fund. The trustee never disclosed that the fund charged higher fees than comparable outside options or that the transfer violated the trust's investment policy. The beneficiary later sought to set aside the release.
Common questions
Frequently Asked
5
How does materiality differ from mere relevance in discovery or summary judgment?+
Materiality requires that the information would affect a reasonable decision maker's conclusion on an element of a claim or defense, whereas relevance only requires any tendency to make a fact more or less probable. In summary judgment practice the court therefore asks whether a genuine dispute exists over a fact that could change the outcome under the governing substantive law.
Supporting sources
When must a partner or officer disclose material facts before seeking ratification of a self-interested transaction?+
Full disclosure of every fact that a reasonable partner or director would consider important in deciding whether to approve the transaction is required. A brief oral summary that omits profit margins, personal relationships, or use of partnership resources fails the standard and prevents valid ratification.
Supporting sources
Does concealment of a defect that prevents discovery of material information create tort liability even without an affirmative misrepresentation?+
Yes. A party who intentionally prevents the other side from learning material information through concealment is subject to the same liability as if the party had affirmatively stated the nonexistence of the concealed fact, provided the concealment causes pecuniary loss.
Supporting sources
What must a lawyer do upon learning that a prior statement of material fact to a tribunal was false?+
The lawyer must promptly correct the false statement. Failure to do so violates the duty of candor even if the original statement was made in good faith.
Supporting sources
When is a beneficiary's consent or release ineffective because the beneficiary lacked knowledge of material facts?+
A release or ratification is invalid 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 consent. The trustee bears the risk that incomplete disclosure will leave the release open to later challenge.
Supporting sources
; it wasn't required to produce any evidence at all. See Maffei v. Northern Insulation of New York , 12 F.3d 892, 899 (9th Cir.1993). Thus, the admissibility of Merrell's expert's affidavit…
material facts
properly pleaded. The Church’s complaint alleged that the ordinance denied it all use of its property. That allegation must be taken as true. The Court of Appeal’s decision to strike the…
EvidenceRelevancy and reasons for excluding relevant evidence · Real, demonstrative, and experimental evidenceUBEIntermediate