A breach of contract occurs when one party fails to perform, resulting in legal consequences for the breaching party. Oftentimes, we hear the words, “重大违约.” A 重大违约 is nonperformance that reaches to the heart of the agreement, the underlying purpose of the contract. 一般, the legal test to determine whether there was a 重大违约 is whether the non-breaching party received the “substantial benefit” of the bargain. 相比之下， 非物质违反 is a failure to perform that involves minor details; thus, a minor breach does not affect the underlying purpose of the agreement in a substantial way. 值得注意的是, a 非物质违反 is still a breach that will result in liability, but one that will likely result in limited legal consequences for the breaching party.
Hypothetical…Al and Bob…
Al owns a small business, and would like to install a safer parking lot for his employees. 艾尔雇佣了鲍勃, 通过合同, to install a high-grade grip-cover over his parking lot for the safety of Al’s employees. 而不是, Bob installed a low grade grip-cover that shines and looks sharp; however, the low grade grip-cover is slippery and dangerous for Al’s employees. By installing the low grade grip-cover, Bob has committed a 重大违约 of his contract with Al. Al intended to create a safer parking lot for his employees, the underlying reason he hired Bob. When Bob ignored the grade requirements, Bob ignored the underlying intent of the agreement, thereby installing a parking lot cover that looks nice, but ignores the safety benefit, or the “substantial benefit” that Al had bargained for. In other words, Bob is in big trouble…and will potentially face serious legal consequences from Al.
Michigan courts, according to 沃克 & 公司v. Harrison, 347 Mich 630, 635, 81 NW2d 352 (1957), are likely to apply the following test to determine whether a breach is material:
- The extent to which the injured party will obtain the substantial benefit which he could have reasonably anticipated;
- The extent to which the injured party may be adequately compensated in damages for lack of complete performance;
- The extent to which the party failing to perform has already partly performed or made preparations for performance;
- The greater or less hardship on the party failing to perform in terminating the contract;
- The willful, negligent or innocent behavior of the party failing to perform; and
- The greater or less uncertainty that the party failing to perform will perform the remainder of the contract.
Restatement (First) of Contracts §275 (which is substantially similar to Restatement (Second) of Contracts §241)
带走. A 重大违约 is a serious failure to perform that goes to the overall purpose of the agreement; a 重大违约 will result in serious legal consequences. A 非物质违反 is a minor failure to perform that will not necessarily affect the overall purpose of the agreement; a 非物质违反 will result in limited legal consequences.