The Sept.–Oct. 2007 issue of “Deal Lawyers” contains my article “What does ‘Material’ Mean.” Click here for a copy of the entire issue.
This article represents a boiled-down version of my recent New York Law Journal article on the subject. But thanks to valuable input from two readers of this blog, I’ve made some useful changes: I jettisoned the defined terms “Non-Trivial” and “Trivial” in favor of “Significant” and “Insignificant”—they’re much less awkward and there’s solid legal precedent for the notion that “significant” means less important than “material.” I’ve also simplified the definitions themselves.
By the way, my NYLJ article and the blog post in which I first reassessed “material” elicited less reader response than I would have expected, given that they discuss significant confusion over a fundamental contract concept. Perhaps if an analysis is sufficiently disruptive, people will tend to avert their gaze.