What Is a Material Breach Under Florida Law?

At Perez Mayoral, P.A., a Florida-based business litigation law firm, we often help clients determine whether a breach of contract is serious enough to justify termination. Not every failure to perform is grounds for cancellation. Florida law distinguishes between material breaches and minor ones, and that distinction plays a major role in how a party can respond. If you are facing a contract dispute and need guidance, call or email our Miami, FL small business lawyer.

Not every breach of contract justifies canceling the agreement or withholding performance. Florida courts distinguish between material breaches, which go to the essence of the deal, and minor breaches, which may entitle the non-breaching party to damages but not termination.

Defining Material Breach

A material breach is a substantial failure to perform that defeats the central purpose of the contract. Florida courts consider several factors, including:

• Whether the breach deprives the non-breaching party of the benefit it reasonably expected
• Whether the breach can be cured and the time required to do so
• Whether the breaching party acted in good faith
• The extent of performance already completed

See Covelli Family, L.P. v. ABG5, LLC, 202 So. 3d 909 (Fla. 4th DCA 2016). Minor or technical deviations do not qualify as material breaches.

In Florida, the concept of materiality is essential to a breach of contract claim. Minor delays, incomplete tasks, or harmless defects generally do not permit cancellation. For example, if a supplier misses delivery of a few surplus items but fulfills the rest of the contract on time, the breach may be considered minor.

Examples Of Material Breach

• Failure to deliver essential goods or services: If a construction supplier fails to provide structural materials by a contractually required date, it may be a material breach that delays the entire project.
• Non-payment: Refusing to pay for services or goods already delivered is commonly treated as a material breach.
• Missing a deadline with a “time is of the essence” clause: These clauses make timely performance a core obligation. When included in a contract, even small delays may be treated as material.
• Substantial deviation from agreed terms: Delivering defective products or providing services that do not meet specifications can justify termination.

Consequences Of Material Vs. Minor Breaches

When a material breach occurs, the non-breaching party may:

• Terminate the contract
• Cease performance
• Sue for damages, including lost profits or liquidated damages
• Use dispute resolution procedures such as mediation, arbitration, or litigation

When the breach is minor, the non-breaching party must continue performing but can pursue damages. If the contract includes a cure period, the breaching party may have the right to fix the issue before termination is allowed. Florida courts will often consider whether notice and a reasonable opportunity to cure were provided.

Protecting Your Rights

• Include clear performance standards: If deadlines are important, say so in the contract and use a “time is of the essence” clause.
• Define material breach: Spell out what types of failures justify termination and include a cure period if appropriate.
• Keep written records: Document all performance, notices, and issues that arise during the contract.
• Consult a breach of contract lawyer before taking action: Wrongfully terminating a contract can expose your business to liability.

Understanding the difference between a material and minor breach allows you to respond appropriately and avoid escalating a solvable issue into a full-blown dispute.

Knowledge is power. Our experienced and knowledgeable contract attorneys can help with many different kinds of breach of contract issues and explain different breach of contract defenses and how they pertain to your specific issues.

Contact Us For A Consultation

If you believe a contract has been breached or you are accused of breaching one, Perez Mayoral, P.A. can help. We represent clients across Florida in breach of contract and commercial litigation matters. Call or email us today to schedule a consultation.