Legal Definitions - continuing breach

A continuing breach occurs when a party fails to perform an ongoing obligation or duty under a contract, and this failure persists over a period of time, rather than being a single, isolated event. Unlike a one-time breach that happens and is then complete, a continuing breach is one that remains uncorrected or recurs repeatedly, effectively extending the period of non-compliance.

Here are some examples to illustrate this concept:

• Example 1: Maintenance Contract

  A homeowner hires a pool maintenance company under a yearly contract that requires weekly cleaning, chemical balancing, and equipment checks. After the first month, the company consistently fails to perform the weekly chemical balancing, leading to algae growth and equipment damage. The company continues to perform other duties like cleaning, but the omission of chemical balancing persists week after week.

  Explanation: The pool company's failure to perform the weekly chemical balancing is a continuing breach. It's not a single instance of neglect but an ongoing omission of a required contractual duty that persists over an extended period, with each week of non-compliance representing a continuation of the breach.

• Example 2: Commercial Lease Agreement

  A restaurant leases a space in a shopping center. The lease agreement specifies that the tenant must keep the exterior of the premises, including the patio area, clean and free of debris at all times. Over several months, the restaurant consistently neglects to clean the patio, allowing trash, food waste, and spilled drinks to accumulate daily, despite repeated notices from the landlord.

  Explanation: The restaurant's failure to maintain a clean patio is a continuing breach. The obligation to keep the area clean is ongoing, and the persistent accumulation of debris constitutes a daily violation of that duty, rather than a one-time event.

• Example 3: Software Licensing Agreement

  A software company licenses its proprietary accounting software to a client, with a clause prohibiting the client from making any modifications to the software's source code. The client's IT department makes unauthorized changes to the source code to customize a feature and then continuously uses and deploys this modified version of the software across its organization for several months.

  Explanation: While the initial act of modifying the source code is a breach, the client's subsequent and ongoing use and deployment of the *modified software* constitutes a continuing breach. Each day the unauthorized, modified software is in use, the client is in ongoing violation of the licensing agreement.