Also known as: minor breaches · partial breach · immaterial breach
Written by attorneys · grounded in primary & secondary sources — see below
A breach of contract that leaves the injured party with the substantial benefit of the bargain. The injured party may recover damages measured by the shortfall in performance but must continue to perform its own obligations under the contract.
MetroTech Waste Services agreed to handle recycling and regulatory filings for GreenLine Manufacturing over five years. MetroTech performed all physical services on time but filed several reports weeks late, causing GreenLine modest fines. GreenLine continued the contract and sued only for the amount of those fines.
Marcus Mitchell owed Momentum Capital a past-due loan balance. The parties reached an accord under which Marcus would pay a reduced sum in installments. Momentum Capital later refused Marcus's tender of the reduced sum. Marcus sued for specific performance of the accord and also sought damages limited to the amount of the refused tender.
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A minor breach occurs when the injured party still receives the substantial benefit of the bargain despite defective performance. A material breach deprives the injured party of that substantial benefit and may excuse the injured party's remaining duties.
No. The injured party must continue performing its own obligations and may recover only damages for the shortfall caused by the minor breach.
The claim is one for partial breach because damages are measured by only part of the injured party's remaining rights to performance rather than the entire remaining contract value.
Yes. Breach of the accord by the obligee does not discharge the original duty, and the obligor may sue for specific performance of the accord in addition to damages for the partial breach.
…effort to estimate damages; and when in addition the fixed sum greatly exceeds the actual damages likely to be inflicted by a minor breach, its character as a penalty becomes unmistakable. See M.I.G. Investments, Inc. v. Marsala, supra , 92 Ill. App. 3d at 405-06, 47 Ill. Dec. at 270, 414 N.E.2d at 1386; cf. Arduini v. Board…