Restatement 2 of Contracts 347: What You Need to Know

Restatement 2 of Contracts 347 is a legal concept that governs the enforceability of contracts. It is often referred to as the “material breach” rule and is an important tool for attorneys to determine whether a contract has been breached.

What Is a Material Breach?

A material breach occurs when a party fails to perform an essential obligation under the contract. This means that the failure to perform must be significant enough to render the entire contract valueless. For example, if a party fails to deliver goods as promised, that would constitute a material breach, while a minor delay in delivery may not.

The material breach rule is important because it helps determine the appropriate remedy for a breach of contract. If the breach is material, the non-breaching party may be excused from further performance and allowed to seek damages. If the breach is not material, the non-breaching party may only seek damages.

How Does Restatement 2 of Contracts 347 Apply?

Restatement 2 of Contracts 347 applies the material breach rule to contracts. It states that a breach is material if it “substantially impairs” the value of the contract. To determine whether a breach is material, courts will consider various factors, such as the extent of the breach, the importance of the breached obligation, and whether the breach can be remedied.

Under Restatement 2 of Contracts 347, if a breach is material, the non-breaching party may be excused from further performance and allowed to seek damages. If the breach is not material, the non-breaching party may only seek damages.

When Can Restatement 2 of Contracts 347 Be Applied?

Restatement 2 of Contracts 347 can be applied to any legally binding contract. This includes contracts for goods and services, as well as employment contracts and real estate contracts.

It is important to note that the material breach rule is not a one-size-fits-all solution. Courts will consider the facts of each case to determine whether a breach is material. Therefore, it is important for parties to carefully review and understand their contractual obligations to avoid breaching the contract.

Conclusion

Restatement 2 of Contracts 347 is an important legal concept that governs the enforceability of contracts. It applies the material breach rule, which allows courts to determine whether a breach of contract is significant enough to render the entire contract valueless. By understanding this rule, parties can better protect their interests in contractual agreements and avoid the negative consequences of breaching a contract.