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WPI 302.03 Material Breach—Definition

6A WAPRAC WPI 302.03Washington Practice Series TMWashington Pattern Jury Instructions--Civil

6A Wash. Prac., Wash. Pattern Jury Instr. Civ. WPI 302.03 (7th ed.)

Washington Practice Series TM

Washington Pattern Jury Instructions--Civil

April 2022 Update

Washington State Supreme Court Committee on Jury Instructions

Part XIII. Contracts

Chapter 302. Contracts—Performance and Breach

WPI 302.03 Material Breach—Definition

A “material breach” is a breach that is serious enough to justify the other party in abandoning the contract. A “material breach” is one that substantially defeats the purpose of the contract, or relates to an essential element of the contract, and deprives the injured party of a benefit that he or she reasonably expected.

NOTE ON USE

Use this instruction when one party seeks to avoid enforcement of a contract on the basis of a material breach by the other party and it is appropriate for the jury to determine whether a breach is material. Depending upon the circumstances of the case, it may be appropriate to add language from the provisions of the Restatement (Second) of Contracts section 241, set forth in the Comment below.

COMMENT

The instruction is cited as authoritative in Park Avenue Condominium Owners Association v. Buchan Developments, L.L.C., 117 Wn.App. 369, 71 P.3d 692 (2003).

“A breach or non-performance of a promise by one party to a bilateral contract, so material as to justify a refusal of the other party to perform a contractual duty, discharges that duty.” Jacks v. Blazer, 39 Wn.2d 277, 285, 235 P.2d 187 (1951); see also 224 Westlake, LLC v. Engstrom Props., LLC, 169 Wn.App. 700, 281 P.3d 693 (2012).

A material breach sufficient to allow rescission of a contract is one that “substantially defeats the purpose of the contract.” Mitchell v. Straith, 40 Wn.App. 405, 410, 698 P.2d 609 (1985); see also Top Line Builders, Inc. v. Bovenkamp, 179 Wn.App. 794, 808, 320 P.3d 130 (2014).

The materiality of a breach is a question of fact. Bailie Commc'ns, Ltd. v. Trend Bus. Sys., 53 Wn.App. 77, 82, 765 P.2d 339 (1988). The question of materiality depends on the circumstances of each particular case. Vacova Co. v. Farrell, 62 Wn.App. 386, 403, 814 P.2d 255 (1991).

Breach of a substantial part of an entire contract gives the injured party an election to abandon the contract, or to perform and recover damages. Colorado Structures, Inc. v. Ins. Co. of the W., 161 Wn.2d 577, 167 P.3d 1125 (2007) (general contractor brought action against surety to recover on subcontractor's performance bond); Campbell v. Hauser Lumber Co., 147 Wash. 140, 145, 265 P. 468 (1928). In determining whether a breach of some, but not all, of the contract terms is substantial, rather than trivial or inconsequential, the jury may properly consider whether the injured party would have been less willing to enter the contract without those terms. Campbell, 147 Wash. at 148.

According to the Restatement (Second) of Contracts § 241 (1981):

In determining whether a failure to render or to offer performance is material, the following circumstances are significant:
(a) the extent to which the injured party will be deprived of a benefit which he reasonably expected;
(b) the extent to which the injured party can be adequately compensated for the part of that benefit of which he will be deprived;
(c) the extent to which the party failing to perform or to offer to perform will suffer forfeitures;
(d) the likelihood that the party failing to perform or to offer to perform will cure his failures, taking account of all the circumstances including any reasonable assurances;
(e) the extent to which the behavior of the party failing to perform or to offer to perform comports with standards of good faith and fair dealing.

See Bailie Commc'ns, 53 Wn.App. 77 (citing and applying the Restatement (Second) of Contracts (1981) criteria); see also DC Farms, LLC v. Conagra Foods Lamb Weston, Inc., 179 Wn.App, 205, 221, 317 P.3d 543 (2014); DeWolf, Allen, & Caruso, 25 Washington Practice, Contract Law and Practice § 10:1 (3d ed.).

[Current as of April 2021.]

End of Document