REPUDIATION
repudiation (ri-pyoo-dee-ay-sh<<schwa>>n), n.1.Eccles. law. Rare. A person’s refusal to
accept a benefice. 2. A contracting party’s words or actions that indicate an intention not to
perform the contract in the future; a threatened breach of contract. Cf. REJECTION(1), (2);
RESCISSION; REVOCATION(1). [Cases: Contracts 313(2). C.J.S. Contracts §§ 534–540.] —
repudiatory (ri-pyoo-dee-<<schwa>>-tor-ee), repudiable (ri-pyoo-dee-<< schwa>>-b<<schwa>>l),
adj.
“A repudiation is (a) a statement by the obligor to the obligee indicating that the obligor will
commit a breach that would of itself give the obligee a claim for damages for total breach … , or (b)
a voluntary affirmative act which renders the obligor unable or apparently unable to perform
without such a breach.” Restatement (Second) of Contracts § 250 (1979).
“In order to constitute a repudiation, a party’s language must be sufficiently positive to be
reasonably interpreted to mean that the party will not or cannot perform. Mere expression of doubt
as to his willingness or ability to perform is not enough to constitute a repudiation, although such
an expression may give an obligee reasonable grounds to believe that the obligor will commit a
serious breach and may ultimately result in a repudiation …. However, language that under a fair
reading ‘amounts to a statement of intention not to perform except on conditions which go beyond
the contract’ constitutes a repudiation.” Restatement (Second) of Contracts § 250, cmt. b (1979).
anticipatory repudiation.Repudiation of a contractual duty before the time for performance,
giving the injured party an immediate right to damages for total breach, as well as discharging the
injured party’s remaining duties of performance. • This type of repudiation occurs when the
promisor unequivocally disavows any intention to perform when the time for performance comes.
Once the repudiation occurs, the nonrepudiating party has three options: (1) treat the repudiation
as an immediate breach and sue for damages; (2) ignore the repudiation, urge the repudiator to
perform, wait for the specified time of performance, and sue if the repudiating party does not
perform; and (3) cancel the contract. — Also termed renunciation. See anticipatory breach under
BREACH OF CONTRACT. [Cases: Contracts 313. C.J.S. Contracts § 534.]
The Restatement lists three actions that constitute anticipatory repudiation: “(a) a positive
statement to the promisee or other person having a right under the contract, indicating that the
promisor will not or cannot substantially perform his contractual duties; (b) transferring or
contracting to transfer to a third person an interest in specific land, goods, or in any other thing
essential for the substantial performance of his contractual duties; (c) any voluntary affirmative act
which renders substantial performance of his contractual duties impossible, or apparently
impossible.” Restatement (Second) of Contracts § 318 (1979).
total repudiation.An unconditional refusal by a party to perform the acts required by a
contract. • This type of repudiation justifies the other party in refraining from performance. [Cases:
Contracts 313. C.J.S. Contracts § 534.] [Blacks Law 8th]