Repudiation is a theory that can allow parties out of contractual obligations. The Court of Queen's Bench looked at this issue in Acden Environment Limited Partnership v Environmental Metal Works Ltd, 2021 ABQB 160. The Court said at paragraph 63:
[63]...A party may be found to have repudiated a contract if he or she commits an anticipatory or a fundamental/substantial breach:
It is essential to distinguish a “mere breach” of contract from a total repudiation of a party’s obligation thereunder. Unless a party’s obligation is expressly conditional upon prior performance by the opposite party, the first party normally will not be relieved of the duty to perform simply because the opposite party has been guilty of some breach of contract. But if the nature or consequences of the opposite party’s breach are so serious or fundamental as to go to the root of the contract and substantially deprive the first party of what he or she bargained for, or if he or she by his words or conduct justifiably exhibits a clear and unmistakable intention to no longer be bound by his or her contractual undertaking, amounting to a serious breach of such undertaking, the opposite party will be considered to have repudiated the contract.
CED 4th (online), Contracts, “Discharge of Contracts: Discharge by Breach of Contract: What Constitutes Repudiation of Contract: Repudiation of Contract Generally” (XII.3(a).(i)) at § 909.
The circumstances when the courts will find repudiation can be complicated. If you require advice in this matter, please feel free to contact us.
The information contained in this article is not legal advice. No solicitor client relationship is formed through this article. The reader is encouraged to retain counsel for advice in these matters.
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