Breach of Contract occurs when a party to an agreement who has a duty to perform, refuses to perform without legal justification. A breach of contract may also arise if one party somehow prevents the performance of the other party, interferes, or makes it impossible for the other party to perform its promises and obligations. In addition, if a party makes it clear prior to time of performance that it will not be performing its end of the bargain when performance becomes due, the party to whom performance is owed may consider the contract breached. This latter concept is part of a doctrine known as anticipatory repudiation. Anticipatory repudiation most commonly occurs when the words or the conduct of the party who is under an obligation to perform, clearly indicates that she or he cannot or will not perform when the time comes (mere expression of doubt is not enough). Anticipatory repudiation operates as a material breach, thereby excusing the other party from performance, unless the repudiation is retracted before performance becomes due and before the other party has materially relied on it.
While as a general rule the aggrieved party faced with repudiation should not continue waiting and should start mitigating damages, in matters involving sale of goods under Article 2 of the Uniform Commercial Code (UCC), the aggrieved party is permitted to complete the manufacture of goods to avoid having to sell unfinished goods at the lower salvage price. In addition, under Article 2 of the Code, actions or circumstances that increase the risk of nonperformance by the other party to the contract, but do not clearly indicate that performance will not be forthcoming, may not be treated immediately as a repudiation of the agreement. Instead, if a party has reasonable grounds of insecurity, that party should request in writing adequate assurances from the suspect party, affirming that performance will indeed be forthcoming in accord with the contract. If such adequate assurance is not provided within a reasonable time, the non-breaching party (e.g., buyer) may then treat that lack of assurance as constituting anticipatory repudiation of the contract.
Above is a mere simplification and a brief overview of what constitutes a breach of contract. There are additional factors and exceptions that could be applicable to your specific circumstances. It is therefore not intended to replace the advice of a licensed attorney.
Please contact Orlando business attorney Jonathan K. Allen for any Breach of contract matter. Mr. Allen have helped many business owners in the past and would be honored to help you to. Call us today at (407) 205-2330 or fill out the online form provided on this page and we will contact you shortly. We value your privacy and will keep any information you provide strictly confidential.
Feel free to visit our breach of contract page for detailed information on breach of contract under Florida Law.
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