Repudiatory Breach

Repudiatory breach, also known commonly as fundamental breach, under English contract law refers to a situation where a breach has occurred in a contract agreement that is seen by the law as serious enough to justify termination of the agreement by the innocent party.  In addition, sometimes this type of breach refers to a party completely failing to uphold and not following through with their part of the contract.  However, in either case, the agreement doesn’t become immediately null and void; instead the innocent party gains the right to choose from a variety of options in order to right the wrong in the best possible way as they see it to protect their own interests.

After a breach of this nature occurs, or a contract is not followed through with, the innocent party gains two main rights. 

1)  The innocent party gains the right whether to go forward with the contract despite the breach or to terminate it.

2)  The innocent party gains the right to claim damages whether they decide to continue on with the contract or terminate it. 

When the innocent party makes their decision as to whether to affirm it, go on with the contract or agreement or to terminate it, No matter what they decide, it is essentially important that they immediately communicate their decision with the other party.  When the choice is made to affirm the original contract, the rights and obligations of both parties remain the same, however the innocent party has the right to collect damages for any negative effects they incurred due to the breach that occurred.  Once the innocent party decides to affirm the contract, this affirmation cannot be changed, unless a court decides in favor of such a change, usually only in cases of extreme pressure forced upon the innocent party to affirm for a wide variety of reasons, even if they really don’t want to go through with an affirmation.  Although it is best when affirmations are direct, they can also be implied.  However, they can only be implied if the innocent party has knowledge that a breach occurred and how it specifically occurred, has knowledge that they have legal rights as the innocent party, and has acted or communicated in such a way that shows that they wish for the contract to continue. 

If the innocent party decides to terminate the contract, he or she only has a short time period to make and declare this decision to the other party or they lose their right to terminate but still retain the right to collect damages as a result of the breach that has occurred.  There are no specific rules in place as to how much time the innocent party has to make their devlaration of their intentions; however, it is best to do it as soon as possible because if a lengthy amount of time passes with no word from the innocent party, is assumed that they have affirmed the contract.