An anticipatory breach can be frustrating, but you have options. When both parties uphold their obligations in a contract, everything moves forward as planned. But what happens when one party announces—before the due date—that they have no intention of fulfilling their end of the deal? This is known as an anticipatory breach of contract, and Oklahoma law gives the non-breaching party specific rights when it occurs.
What Is an Anticipatory Breach?
An anticipatory breach (also called anticipatory repudiation) happens when one party clearly communicates, either through words or conduct, that they will not perform their contractual obligations when performance is due. The refusal must be definite and unconditional, not speculative.
For example:
- A contractor informs a client two weeks before the scheduled start date that they won’t show up to perform the work.
- A supplier sends a notice stating they will not deliver the agreed-upon goods due to rising costs.
- A party acts in a way that makes performance impossible (e.g., selling property they previously agreed to lease to you).
In each of these cases, the breaching party signals their intent not to perform, triggering legal consequences.
How Do You Prove Anticipatory Breach in Oklahoma?
To establish an anticipatory breach under Oklahoma contract law, you must show that:
- A valid and enforceable contract existed;
- The other party repudiated (clearly refused to perform) before their performance was due;
- Their refusal was unequivocal and not merely an expression of doubt; and
- You suffered or are likely to suffer damages as a result.
The repudiation must be so clear that a reasonable person would believe the party does not intend to perform.
What Are Your Legal Options?
Once you confirm that an anticipatory breach has occurred, Oklahoma law allows you to choose between two main options:
1. Treat the Contract as Breached Immediately
You can immediately:
- File a lawsuit for breach of contract;
- Seek damages for any losses sustained; or
- Take mitigating actions, such as hiring a replacement contractor or canceling your own performance.
This option allows you to act right away rather than waiting for the deadline to pass and risking further loss.
2. Wait and See
Alternatively, you can give the breaching party an opportunity to reconsider and perform as promised. If they ultimately fulfill the contract, you avoid litigation. However, if you wait and they still fail to perform, you can still sue for damages at that time.
This option can be risky—especially if you lose valuable time or opportunities by waiting—so consult an attorney before choosing this route.
Can You Demand Reassurance?
Under Oklahoma’s version of the Uniform Commercial Code (UCC), which governs contracts for the sale of goods, you may demand adequate assurance of performance if you have reasonable grounds to believe the other party won’t perform.
If the other party fails to provide such assurance within a reasonable time (not exceeding 30 days), you may treat it as a breach.
What Damages Can You Recover?
If you pursue legal action for anticipatory breach, Oklahoma courts may award:
- Compensatory damages for lost profits, additional costs, or losses caused by the breach;
- Consequential damages for foreseeable losses tied to the breach;
- Restitution or reliance damages if applicable; and
- Attorney’s fees and court costs (if provided for in the contract).
Courts may also grant injunctive relief or specific performance in certain situations where monetary damages aren’t sufficient.
Claremore Business Attorneys Are Here For You
Anticipatory breaches can disrupt your business operations and cause serious financial harm. Our Rogers County business attorneys navigate the legal process and work towards the best outcome for you. For a free consultation with an attorney at Kania Law – Claremore attorneys‘ law office, call 918-379-4872. Or you can click here to ask a free online legal question.
