Also known as:seller's repudiation · repudiation by seller · anticipatory repudiation by seller
Written by attorneys · grounded in primary & secondary sources — see below
A clear indication by a seller of goods before the time for performance that it will not deliver as promised under the contract. This statement allows the buyer to treat the contract as breached immediately and pursue remedies without waiting for the delivery date. The buyer may then recover damages measured by the difference between the market price when the buyer learned of the repudiation and the contract price.
Sources & Authorities
How it applies
Common Examples
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Seller's Email Triggers Market Damages
Riverfront Developments contracted to buy custom steel beams from Rocky Mountain Mining for delivery in six weeks. Two weeks before the due date Rocky Mountain Mining emailed that rising prices made performance impossible and it would not deliver. Riverfront Developments immediately purchased substitute beams at the higher market price and sued for the difference. The court measured damages using the market price on the day Riverfront Developments received the email because that was when it learned of the repudiation.
Retraction After Repudiation Attempt
Radiant Technologies agreed to supply specialized components to Raven Logistics by March. In January Radiant Technologies stated it could not perform. Raven Logistics bought a small quantity of substitutes and adjusted its schedule. In February Radiant Technologies notified Raven Logistics it now intended to deliver on time. The court held the retraction effective because Raven Logistics had not made a material change in position before the retraction.
Select any source to read its text and confirm it supports the definition.
Uniform Acts
Hornbooks
Cargill, Inc. v. Stafford553 F.2d 1222 (10th Cir. 1977)
Common questions
Frequently Asked
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When does a seller's statement qualify as repudiation by the seller?+
A seller repudiates when it clearly indicates before performance is due that it will not deliver the goods. Equivocal language suggesting only possible nonperformance does not trigger immediate breach. The buyer may then sue immediately rather than waiting for the delivery date.
Supporting sources
How are damages calculated after repudiation by the seller under the UCC?+
Damages equal the difference between the market price at the time the buyer learned of the breach and the contract price plus incidental and consequential damages less expenses saved. Market price is determined at the place for tender. The buyer need not cover to use this measure.
Supporting sources
Can a seller retract a repudiation by the seller?+
A seller may retract the repudiation before performance is due if the buyer has not cancelled the contract or materially changed position in reliance. Limited mitigation steps by the buyer do not bar retraction. Once retracted the contract is restored subject to any reasonable delay allowance.
Supporting sources
Does repudiation by the seller bar the buyer from seeking specific performance of unique goods?+
No. When goods are unique or identified to the contract a buyer may obtain specific performance after repudiation. The remedy is available in a proper case even though the seller has refused to deliver. Cover is not the buyer's only option.
Supporting sources
705 F.2d 134, 36 UCC 1 (6th Cir. 1983)Contracts
…O.R.C. Section 1302.87 (U.C.C. Sec. 2-713) provides, in part: (A) The measure of damages for non-delivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages. [^maj-50]: The…