Legal Definitions - total breach

A total breach, sometimes referred to as a material or fundamental breach, occurs when one party to a contract fails to perform a significant part of their contractual obligations. This failure is so substantial that it undermines the entire purpose of the agreement, effectively depriving the other party of the benefit they expected to receive from the contract. When a total breach occurs, the non-breaching party typically has the right to terminate the contract and seek legal remedies, such as monetary damages.

Here are some examples illustrating a total breach:

• Example 1: Software Development

  A small business hires a software development company to create a custom inventory management system, specifying that the system must integrate with their existing accounting software and be able to track stock levels in real-time. The development company delivers a system that is incomplete, frequently crashes, and cannot integrate with the accounting software, making it unusable for the business's core operations.

  This is a total breach because the software delivered fundamentally fails to meet the essential requirements outlined in the contract. The business cannot use the system for its intended purpose of managing inventory efficiently, thus losing the entire benefit it contracted for.

• Example 2: Event Planning

  A couple contracts with an event planner to organize their wedding reception, including securing a specific venue, arranging catering for 150 guests, and coordinating all decorations. On the day of the wedding, the planner informs the couple that the venue was double-booked, no catering has been arranged, and only a fraction of the agreed-upon decorations are present.

  This constitutes a total breach because the event planner failed to perform the core services that were central to the wedding reception contract. The couple is deprived of the entire planned event, which was the primary purpose of their agreement with the planner.

• Example 3: Equipment Purchase

  A construction company purchases a new, heavy-duty excavator from a supplier, with the contract specifying a brand-new machine capable of digging to a depth of 20 feet. Upon delivery, the company receives a used, significantly older model of a different brand that can only dig to 10 feet and frequently breaks down, making it unsuitable for their projects.

  This is a total breach because the supplier delivered equipment that was fundamentally different from what was specified and ordered in the contract. The delivered excavator cannot perform the essential functions required by the construction company, thereby defeating the primary objective of the purchase agreement.