Contracts: types of breach

by Practical Law Commercial

A practice note that provides guidance on the different types of breach of contract that can trigger termination rights. This note compares the common law right to terminate for a repudiatory breach with express contractual rights to terminate for material breach and other common contractual termination triggers, such as "material breach," "substantial breach," and "any breach," as well as continuing, repeated and persistent breaches. The note highlights the surprising possibility that a right to terminate for "any breach" may be interpreted more restrictively than one for a "material breach". The note also examines which breaches may be remediable or irremediable, in connection with termination rights. This practice note considers the interpretation of each type of breach and gives examples from decided cases, while acknowledging that the law does not provide fixed definitions and that their interpretation depends on the contractual wording and context. This practice note helps lawyers understand, draft, and advise on the potential effect of various termination clauses in commercial agreements.