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