Yes, Sackett's failure to pay was a big enough deal for Spindler to end the contract. A contract is a serious promise. Sackett didn't just miss one payment; he bounced a check and then missed multiple new deadlines. His promises to pay 'soon' were too vague and unreliable. Spindler shouldn't have to wait around forever, uncertain if he would ever get paid. Because Sackett's mistake was so significant (a 'total breach'), Spindler had the right to terminate the contract and sue for the financial damage Sackett's actions caused.

No, Spindler didn't end the deal in a way that would excuse Sackett because Sackett's failure to pay was a big problem that allowed Spindler to end the contract. Spindler taking back the stock certificates didn't cancel the deal. The court figured out the right amount of money Spindler lost by looking at the difference between the original price and what he sold it for later, since there wasn't an easy way to sell the stock when Sackett didn't pay. But the court shouldn't have made Sackett pay extra interest because it wasn't clear exactly how much Sackett owed and when. Whether Spindler tried his best to limit his losses depends on looking at many factors, like how much he would lose out, what Sackett had already done, how hard it would be on Sackett, and how Sackett behaved.

"The question of whether the injured party has acted reasonably in mitigating damages is one of fact

—the injured party may be adequately compensated in damages for lack of complete performance;(3) the extent to which the party failing to perform has already partly performed or made preparations for performance;(4) the greater or less hardship on the party failing to perform in terminating the contract;(5) the wilful [sic], negligent, or innocent behavior of the party failing …

—listing multiple factors courts consider when "determining the materiality" of a breach, including "the extent to which the injured party may be adequately compensated in damages for lack of complete performance

The term "market price," as used in section 2708, subdivision (1), has been defined to mean "the price or value of the article as established or shown by sales in the way of ordinary business; the price at which goods are freely offered in the market to all the world

The Town argues that, even if deputy town manager Long's June 29, 2004 e-mail can be considered a repudiation of the Development Agreement, town manager Clark's letter two weeks later retracted the repudiation

—seller of stock justified in terminating where "it was extremely uncertain" whether buyer intended to perform

The rule of Civil Code section 3307 may be invoked even when the transaction includes personal as well as real property

On appeal the court held that the award of interest was erroneous since there was no express repudiation, since the exact date of breach was uncertain, and since the market price would have to be determined by factors other than market price at time of breach, there being no available market at that time.

By filing the action for breach of contract, bad faith and declaratory relief, Intergulf gave Interstate notice that it was treating Interstate's failure to acknowledge Intergulf's right to independent counsel and delay in paying policy benefits as a total breach of the duty to defend

Yes, a buyer's repeated failure to tender payment, despite assurances, constitutes a total breach justifying termination. Sackett's failure to tender the final payment was an unexcused failure to perform an unconditional promise, constituting a breach of contract. The critical question is whether this breach was total or partial. The court determines the materiality of a breach by considering several factors, most notably the uncertainty that the failing party will perform the remainder of the contract. Although Sackett never expressly repudiated the contract and frequently expressed willingness to perform, his actions—including the bounced check, missed deadlines, and vague telegrams about future financing—created extreme uncertainty about his intent and ability to complete the purchase. Citing Coughlin v. Blair, the court reasoned that Spindler was not required to endure this uncertainty or await Sackett's convenience and was therefore justified in treating the nonperformance as a total breach. Consequently, Spindler's October 5 letter was a valid termination of the contract, not an unlawful repudiation.

No, Spindler's actions did not constitute a rescission or repudiation of the contract because Sackett's failure to pay the balance due was a total breach that justified Spindler terminating the contract. Spindler's reclamation of stock certificates did not transfer title or rescind the contract. The measure of damages was correctly calculated as the difference between the contract price and resale price since there was no available market. However, the award of interest was improper because damages were not certain or capable of being made certain by calculation, and the exact date of breach was uncertain. The question of whether Spindler acted reasonably to mitigate damages is a matter of fact involving multiple considerations, such as the injured party's ability to be compensated for incomplete performance, the extent of partial performance, the hardship on the breaching party, and the behavior of the breaching party.

Sackett v. Spindler

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