material breach:
(1840)

1. A breach of contract that is significant enough to permit the aggrieved party to elect to treat the breach as total (rather than partial), thus excusing that party from further performance and affording it the right to sue for damages. [1]

1. A breach of contract which goes to the whole consideration; a breach which gives to the injured party the right to rescind the contract or to maintain an action for damages for a total breach.  17 Am J2d Contr § 446. [2]

1. A breach of contract sufficiently substantial to give the injured party the right to rescind the contract or to maintain an action for damages, or both. [3]

     Excerpt from Restatement (Second) of Contracts (1979):

     “In determining whether a failure to render or to offer performance is material, the following circumstances are significant:

(a) the extent to which the injured party will be deprived of the benefit which he reasonably expected;
(b) the extent to which the injured party can be adequately compensated for the part of that benefit of which he will be deprived;
(c) the extent to which the party failing to perform or to offer to perform will suffer forfeiture;
(d) the likelihood that the party failing to perform or to offer to perform will cure his failure, taking account of all the circumstances including any reasonable assurances;
(e) the extent to which the behavior of the party failing to perform or to offer to perform comports with standards of good faith and fair dealing.“ [4]

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