Material Breaches

Material Breaches

Don't litigate minor breaches...or you may regret it.

There Are Breaches & There Are BREACHES

Know the difference, or you will spend lots of good money on bad claims. We are often asked by clients to litigate small matters about which they feel passionate. This normally makes for a bad lawsuit, angers judges, irritates juries and makes even reasonable people think poorly of you, even if you are technically right. Worse, you risk running up against the doctrine of Material Breach and its sister, substantial compliance, either of which can sink your case and give an exasperated judge the justification he needs to rule against you.

Contracts list many do's and don'ts. But this should not be taken as a justification for suing your counter-party over breaking a few small or irrelevant provisions, and contrary to popular belief, the idea that a 'technicality' like a minor breach can entitle you to evade major responsibilities is simply a myth. Many times, the damages involved are so small or theoretical, that a small breach, even if clearly a breach, is not actionable as a practical matter.

30 Year Lease Broken by what? A Dirty Kettle?

The photo above is a dirty kettle. Imagine a 30 year residential lease which contains a clause that all kitchen items must be kept clean and in good condition. Many picky landlords may become irate when seeing a kettle left in this condition, and in fact, some ask us to sue and evict tenants for such flimsy reasons. Of course, we explain that the dirty kettle is a type of breach, but it is not what the law considers a material breach, and it may not support an award of attorneys' fees or an eviction. In fact, the court may chose to ignore the breach and declare that the tenant was in substantial compliance with the lease, despite the dirty kettle. Or it could be considered normal wear and tear, particularly under a lease as long as 30 years.

On the other hand, under a short term vacation lease where tenants are required to clean up, a kettle left in this condition may well be a material breach entitling a landlord to offset of security deposit amounts. In the long run, one must view the breach in the context of the whole and refer to the contract's specific provisions. If something is material and you feel strongly about it, put it in the contract and label it as material. You'll be glad you did. Better yet, call a Denver business lawyer at The Vasilco Law Group, P.C. to assist you with your drafting needs.

Call a Denver business lawyer at The Vasilco Law Group, P.C. today for your free telephone consultation.