Also known as: partial breaches · immaterial breach · minor breach
Written by attorneys · grounded in primary & secondary sources — see below
A claim for damages based on only part of the injured party's remaining rights to performance under the contract. The claim leaves the overall agreement in force and seeks compensation limited to the specific shortfall rather than the value of all unperformed obligations.
Patrick Phan hired Prime Logistics to make weekly deliveries over two years. Prime Logistics missed three scheduled deliveries in the first six months but completed all others on time. Patrick Phan sued only for the extra costs he incurred to cover those three missed deliveries while continuing the contract for the remaining term.
Pablo Perez owed Pacific Bank a matured loan balance. The parties reached an accord under which Pacific Bank would accept a reduced lump-sum payment. Pacific Bank later refused the reduced payment. Pablo Perez sued both for specific performance of the accord and for the additional collection costs he incurred because of the refusal.
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A partial breach claim seeks damages measured by only part of the injured party's remaining rights to performance. A total breach claim seeks damages measured by all remaining rights to performance. The distinction turns on whether the injured party treats the contract as continuing or as ended.
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No. Continuing performance while seeking damages limited to the specific shortfall is the hallmark of a partial breach claim. The injured party affirms the contract rather than treating it as terminated.
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A material breach that the breaching party can still cure in a timely manner is treated as a partial breach rather than a total breach. The injured party must allow a reasonable opportunity to cure before the breach becomes total.
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Breach of the accord by the obligee does not discharge the original duty. The obligor may sue for specific performance of the accord and may also recover damages for partial breach caused by the obligee's refusal.
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…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…