Brief Fact Summary. This case involves a contract to buy stock where the buyer repeatedly did not render payment by the due date, causing the seller to repudiate the contract.
Synopsis of Rule of Law. Repudiation of a contract is justified only where the breaching party’s breach constituted a total or material breach, not merely a partial breach.
If a contract is validly formed, a breach is defined as an unjustified or unexcused failure to perform all or any part of what is promised in a contract.View Full Point of Law
Issue. Is repudiation of a contract justified where the other party has materially breached the contract?
Held. Yes. Judgment affirmed.
Repudiation is justified where a material or total breach has occurred.
In the instant case, the court found that the Plaintiff’s failure to tender the balance due under the contract constituted a material breach.
Discussion. The court examined The Restatement of Contracts to determine whether the breach was material. It reasoned that although, the Plaintiff did make the first two payments, the Plaintiff’s failure to remit the third payment when due was a material breach because it was caused by gross negligence or willful conduct. It also examined the facts to determine that the Defendant was justified in repudiating because the Plaintiff’s behavior gave rise to uncertainty that he would fulfill his obligations and the evidence was sufficient to infer that the Plaintiff never intended to remit the payment as required by the contract.