Prompt notification of breach

Some contracts may require a non-breaching party to notify the breaching party of an alleged breach within a certain period of time after becoming aware of the breach. The intent of this requirement is to help the parties timely identify actual or potential disputes, with a view to amicable resolution.

Material breach

Some contracts permit termination only in the case of a material breach. Just what constitutes such a will often be open to dispute. The Restatement (Second) of the Law of Contracts offers suggestions about circumstances that can be “significant” in assessing materiality. In some situations, there may be little practical benefit to being able to "terminate" an agreement, even for material breach.

Termination = cancellation?

Under UCC § 2-106, termination for breach of a contract for the sale of goods is called a “cancellation.”

Cross-default termination of other transactions

UCC § 2-612(3) addresses what amounts to cross-defaults in the limited case of installment contracts

Suspension of performance for material breach

The FindLaw legal dictionary notes that “Under the Restatement (Second) of Contracts, a material breach gives rise to the right to suspend performance but not to cancel the contract until there is a total breach.” Under UCC § 2-609, either party to a contract for sale of goods has certain rights to suspend its performance (if commercially reasonable) if the party has reasonable grounds for insecurity about the other party’s performance and it makes a written demand for adequate assurance of due performance. In addition, under UCC § 703(2), a provider of goods has certain rights to suspend performance if the buyer is in breach.