Legal Definitions - nonessential term

A nonessential term in a contract refers to a provision or promise that is not central or fundamental to the main purpose of the agreement. If a nonessential term is breached (meaning it's not fulfilled), the contract can generally still be performed, and the innocent party typically cannot end the entire contract. Instead, they are usually entitled to seek compensation for any losses directly caused by the breach.

This differs from an "essential term" (sometimes called a "condition"), which is so vital to the contract that its breach would defeat the entire purpose of the agreement, allowing the innocent party to terminate the contract and claim damages.

Here are some examples to illustrate a nonessential term:

• Software Development Agreement: Imagine a company hires a software developer to create a new mobile application. The contract specifies that the developer must provide weekly progress reports every Friday by 5 PM. If the developer consistently delivers the reports on Monday morning instead, this would likely be considered a breach of a nonessential term. The core purpose of the contract—developing the app—is still being fulfilled, and the client is still receiving updates, albeit a little late. The client would likely be entitled to claim damages for any inconvenience or specific loss caused by the late reports, but they generally could not terminate the entire multi-month development contract and refuse to pay for the completed work simply because of the reporting schedule.

• Construction Contract: A homeowner contracts with a builder to construct an extension on their house. A clause in the contract states that all interior walls must be painted with a specific premium brand of paint. If the builder, without permission, uses a different brand of paint that is of comparable quality and finish, this would likely be a breach of a nonessential term. The primary goal of the contract—building the extension—has been achieved, and the walls are painted. The homeowner might be able to claim a small amount in damages for the deviation from the specified brand, but they could not demand the entire extension be rebuilt or refuse to pay for the completed work because of the paint brand used.

• Supply Agreement: A restaurant orders 500 custom-branded napkins from a supplier, with a clause in the contract stating that the napkins must be delivered in recyclable cardboard boxes. The supplier delivers the correct quantity and quality of napkins on time, but they arrive in standard plastic packaging. This would typically be a breach of a nonessential term. The restaurant has received the napkins it ordered, fulfilling the main purpose of the agreement. While the supplier failed to meet the packaging requirement, this failure does not prevent the restaurant from using the napkins. The restaurant could potentially claim a small amount for the breach related to the packaging, but it could not refuse to accept the entire order or demand a full refund.