Sound-Rite Plastics, Ltd. v. Wright

“Under Washington law, ‘an anticipatory breach occurs when one of the parties to a bilateral contract either expressly or impliedly repudiates the contract prior to the time of performance. A party’s intent not to perform may not be implied from doubtful and indefinite statements that performance may or may not take place.’” Wallace Real Estate Inv., Inc. v. Groves, 124 Wash  2d  881, 898, 881 P2d 1010, 1019 (1994).

Defendant appealed an order to redeem shares owned by defendant, and a declaratory judgment regarding defendant’s obligations on certain promissory notes. On appeal, Defendant argued that the trial court erred in ordering the redemption process because he had not breached or threatened to breach the shareholders agreement, which is a prerequisite to an order for specific performance. In response, Plaintiff argued that each element of specific performance was present and evinced by the record. In accordance with the shareholder agreement, Washington law was applied by the courts. “Under Washington law, ‘an anticipatory breach occurs when one of the parties to a bilateral contract either expressly or impliedly repudiates the contract prior to the time of performance. A party’s intent not to perform may not be implied from doubtful and indefinite statements that performance may or may not take place.’” Wallace Real Estate Inv., Inc. v. Groves, 124 Wash  2d  881, 898, 881 P2d 1010, 1019 (1994). Reversed