Repudiation Law and Legal Definition

Repudiation generally refers to rejecting or disowning or disclaiming something as invalid. For example, repudiation may be when one party refuses to honor their terms in a loan contract. Repudiation generally constitutes a breach of contract, resulting in damages claimed by the other party.

Anticipatory repudiation is governed by the Uniform Commercial Code (U.C.C.), which has been adopted in some form by nearly all states. The U.C.C. provides that when either party breaches before the date they were supposed to perform, the aggrieved party has several options.

  1. They can wait a “commercial reasonable” amount of time for the repudiating party to change their minds and perform.
  2. a. One may await performance by the repudiating party for a “commercially reasonable time”. Then one has a duty to “resort to any remedy for breach”
  3. They can use a remedy for breach.

The doctrine of anticipatory breach by repudiation is meant to help the injured party and thus does not apply when it helps the breaching party.