Failure to comply with non-essential terms of a contract
may now allow the innocent party to terminate a
contract.
It is generally accepted that breach of an essential term of
a contract can entitle the innocent party to either terminate
the contract based on repudiation, and recover damages for loss
of the contract, or alternatively to keep the contract alive
and recover damages for the particular breach in question.
Whether a term is essential depends on whether the term is of
such importance that the innocent party would not have entered
into the contract unless that term had been included.
Generally, however, if the breach is of a non-essential, or
intermediate, term, the only remedy available to the innocent
party is seeking to recover damages for that particular breach
it does not entitle the innocent party to terminate the
agreement.
