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  • Writer's pictureGeorge Marco

A CONTRACT CAN BE REPUDIATED BY A SIMPLE EMAIL

In March 2024, a trial court in New York determined that a project manager’s email to a subcontractor was sufficient to result in a breach and repudiation of the subcontract agreement.  U.W. Marx, Inc. v. Dorrough Construction, Inc., 2024 NY Slip Op 30966 (Sup. Ct. Saratoga Cnty.).


In Dorrough Construction, a general contractor (GC) sued a subcontractor for allegedly abandoning its contract thereby forcing the GC to hire another contractor to complete its work.  After a bench trial, the court determined that if any party abandoned the contract, it was the GC not the subcontractor based upon a project manager’s email that denied payment for work performed, changed the payment terms and threatened to supplement the subcontractor’s work force for all of its remaining work.

 

The court found that this email constituted “an anticipatory repudiation of the contract”, equivalent to ‘an unqualified and clear refusal to perform work’, and that it excused any further performance by the subcontractor. 

 

Comment:

 

Project managers and parties to a contract in general should be careful about firing off emails that could be construed as a repudiation of contract or an outright refusal to abide by its terms or to perform one’s obligations.  For instance, depending on the circumstances, an email refusing to make payment or refusing to proceed with work could be construed as a repudiation of the contract thereby excusing the other party from performing its obligations.  Should a dispute arise on a project the terms of a contract should be carefully reviewed and any ensuing correspondence should be tailored to comply with the applicable contract provision governing the dispute.

 

About the author: George Marco is an attorney practicing in the field of construction law. He also holds a Bachelor of Science in Mechanical Engineering and was previously employed as a Project Manager for a public improvement contractor.


If you would like more information regarding this topic or any other related to construction law please contact George Marco at george@gmarcolaw.com or call (516) 464-2320.


Disclaimer: This article is for informational purposes only and not intended to serve as legal counsel.



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