Materiality

There’s No Escaping the Vagueness in “Material”

The word material and the phrase material adverse change haven’t featured much on this blog in recent years. That’s mostly because MSCD chapter 9 covers the subject pretty comprehensively, and because there haven’t been any recent developments of particular interest. But today I finally got around to reading, after a year, this 2015 article in the Wall Street Journal about alternative … Read More

Termination for Breach: What Standard to Use?

It’s commonplace for contracts to provide that a party may terminate for “material breach” by the other party. I’m not keen on that standard: as longtime readers will know, material is not only vague, it’s also ambiguous—drafters use material to mean either “of dealbreaker-level importance” or just “significant” (in other words, “nontrivial”). (If I’m using defined terms, I’d use the defined term Significant … Read More