What underlies the determination of whether reasonable delay is considered a material breach?

The determination of whether a reasonable delay constitutes a material breach of contract is fundamentally anchored in the overall intent of the contract. This is based on the purpose of the agreement and the expectations set forth by the parties at the time of signing. When interpreting contracts, courts typically examine the intentions behind the agreement to ascertain how strictly deadlines must be adhered to.

If the contract was designed to accommodate certain delays or if there were clear indications that flexibility was intended, a reasonable delay may not be deemed a material breach. This aligns with the principle that a breach must significantly impair the contract's value to warrant a classification as material. Understanding the intent helps in assessing whether the breach undermines the essential purpose of the agreement or if it can be viewed as a minor deviation, allowing for a reasonable delay without negating the overall contract.

In contrast, while the nature of deadlines, actions of the non-breaching party, and the presence of volatile markets are all relevant considerations in assessing the situation, they do not fundamentally drive the classification of a breach. These elements can influence the outcome, but the foundational question revolves around the intent and agreements made between the parties involved. This perspective on intent is crucial in resolving disputes over delays in performance and determining the significance of any breach