Wholesale Sand & Gravel, Inc. v. Decker
630 A.2d 710 (1993)
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Rule of Law:
A party's conduct, such as repeated unfulfilled promises to perform combined with prolonged inaction, can constitute a definite and unequivocal manifestation of an intent not to perform, thereby amounting to an anticipatory repudiation of a contract.
Facts:
- On June 13, 1989, Wholesale Sand & Gravel, Inc. (Wholesale) contracted with James Decker to perform earth work, including installing a gravel driveway, on Decker's property.
- The contract did not specify a completion date, but Wholesale's president, Carl Goodenow, told Decker the driveway would be completed within one week.
- Wholesale began work but encountered very wet ground, causing its bulldozer to get stuck, and decided to wait for the ground to dry out before continuing.
- On July 12, 1989, about a month after the contract was signed, Decker called Goodenow about the lack of progress; Goodenow promised to 'get right on it.'
- On July 19, Decker called again, gave Goodenow a one-week deadline, and Goodenow again promised to 'get right on it.'
- On July 28, Decker called to terminate the contract. Goodenow promised he would be at the site the next day, prompting Decker to give him one more chance.
- Goodenow failed to appear at the job site the following day, after which Decker formally terminated the contract and hired another contractor to complete the work.
Procedural Posture:
- Wholesale Sand & Gravel, Inc. filed a complaint against James Decker in the Superior Court (Sagadahoc County), a state trial court, seeking damages for breach of contract.
- Following a jury-waived trial, the court entered a judgment in favor of the defendant, Decker.
- Wholesale Sand & Gravel, Inc., as appellant, appealed the trial court's judgment to the Supreme Judicial Court of Maine, the state's highest court.
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Issue:
Does a contractor's conduct, including removing equipment from a job site and repeatedly failing to return to work despite promising to do so, constitute an anticipatory repudiation of a contract that lacks a specific completion date?
Opinions:
Majority - Roberts, J.
Yes. A contractor's conduct can constitute an anticipatory repudiation of a contract. An anticipatory repudiation is a definite and unequivocal manifestation of an intention not to perform, which can be communicated through either words or conduct. After its initial work, Wholesale removed its equipment and did not return. In response to Decker's inquiries, Wholesale's president twice promised to resume work immediately but failed to do so. Even when faced with imminent termination, he made a final promise to appear the next day and then broke it. This pattern of conduct made it reasonable for Decker to conclude that Wholesale would never complete its performance, thus manifesting an unequivocal unwillingness to perform and justifying Decker's termination of the contract.
Dissenting - Wathen, C.J.
No. The contractor's conduct did not constitute an anticipatory repudiation. The doctrine of anticipatory repudiation requires that the words or conduct evidence a distinct, unequivocal, and absolute refusal or inability to perform. In this case, there was merely a disagreement over the time for performance. The record shows that Wholesale expected to perform the contract as soon as circumstances, specifically the wet ground, permitted. The conduct did not rise to the level of an absolute refusal to perform, and therefore, the trial court misapplied the doctrine by finding a repudiation before the reasonable time for performance (found by the court to be 60 days) had expired.
Analysis:
This decision clarifies that anticipatory repudiation can be established through a party's conduct alone, even without an express statement of refusal to perform. It establishes that a pattern of delay coupled with repeatedly broken promises can collectively meet the 'definite and unequivocal' standard. This holding provides a remedy for non-breaching parties who are faced with significant, unexcused delays and unreliable assurances, allowing them to mitigate damages by terminating the contract and seeking alternative performance without waiting for the performance deadline to pass.
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