obligee claim in New York

2025An anticipatory breach of a contract-also known as an anticipatory repudiation-'can be either a statement by the obligor to the obligee indicating that the obligor will commit a breach that would of itself give the obligee a claim for damages for total breach or a voluntary affirmative act which renders the obligor unable or apparently unable to perform without such a breach' (Norean Power Partners v Niagara Mohawk Power Corp., 92 NY2d 458, 463 [1998) [internal quotation marks omitted]; see 2B NY PJl2d 4:1 at 35-36 [2017))" (Princes Point LLC v Muss Dev., LLC, 30 NY3d 127 , 133 [2017]).

2024"A repudiation can be either 'a statement by the obligor to the obligee indicating that the obligor will commit a breach that would of itself give the obligee a claim for damages for total breach' or 'a voluntary affirmative act which renders the obligor unable or apparently unable to perform without such a breach'" ( Norcon Power Partners v Niagara Mohawk Power Corp. , 92 NY2d 458, 463 [1998], quoting Restatement [Second] of Contracts § 250).

2025"For an anticipatory repudiation to be deemed to have occurred, the expression of intent not to perform by the repudiator must be 'positive and unequivocal'" (id., quoting Tenavision, Inc. v Neuman, 45 NY2d 145, 150 [1978]; see Ga Nun v Palmer, 202 NY 483,489 (1911)).

2017For an anticipatory repudiation to be deemed to have - 6 - - 7 - No. 92 occurred, the expression of intent not to perform by the repudiator must be “positive and unequivocal” (Tenavision, Inc. v Neuman, 45 NY2d 145, 150 [1978]; see Ga Nun v Palmer, 202 NY 483, 489 [1911]).

2025"For an anticipatory repudiation to be deemed to have occurred, the expression of intent not to perform by the repudiator must be 'positive and unequivocal'" (id., quoting Tenavision, Inc. v Neuman, 45 NY2d 145, 150 [1978]; see Ga Nun v Palmer, 202 NY 483,489 (1911)).

2017For an anticipatory repudiation to be deemed to have - 6 - - 7 - No. 92 occurred, the expression of intent not to perform by the repudiator must be “positive and unequivocal” (Tenavision, Inc. v Neuman, 45 NY2d 145, 150 [1978]; see Ga Nun v Palmer, 202 NY 483, 489 [1911]).

2024Put another way, "a party repudiates a contract 'where that party, before the time of performance arrives, puts it out of his power to keep his contract'" ( Computer Possibilities Unlimited v Mobil Oil Corp. , 301 AD2d 70, 77 [1st Dept 2002], lv denied 100 NY2d 504 [2003] quoting Union Ins.

2024Put another way, "a party repudiates a contract 'where that party, before the time of performance arrives, puts it out of his power to keep his contract'" ( Computer Possibilities Unlimited v Mobil Oil Corp. , 301 AD2d 70, 77 [1st Dept 2002], lv denied 100 NY2d 504 [2003] quoting Union Ins.

2025An anticipatory breach of a contract-also known as an anticipatory repudiation-'can be either a statement by the obligor to the obligee indicating that the obligor will commit a breach that would of itself give the obligee a claim for damages for total breach or a voluntary affirmative act which renders the obligor unable or apparently unable to perform without such a breach' (Norean Power Partners v Niagara Mohawk Power Corp., 92 NY2d 458, 463 [1998) [internal quotation marks omitted]; see 2B NY PJl2d 4:1 at 35-36 [2017))" (Princes Point LLC v Muss Dev., LLC, 30 NY3d 127 , 133 [2017]).

2024L.L.C., 30 NY3d 127 , 133 [2017] [internal quotation marks and citations omitted].) Holdco's Notice unequivocally demonstrates its intent to seek: (1) stockholder approval for the cashless Halsa Merger, (2) additional financing from a third-party lender, and (3) to amend and restate OpCo's Certificates of Incorporation.

2023L.L.C. , 30 NY3d at 133 [internal quotation marks omitted]; see Palmetto Partners, L.P. v AJW Qualified Partners, LLC , 83 AD3d 804, 807 ). "[U]nder the doctrine of anticipatory repudiation, where one party repudiates its contractual obligations prior to the time designated for performance, the nonrepudiating party may immediately claim damages for total breach and be absolved from its obligations of future performance" ( Palmetto Partners, L.P. v AJW Qualified Partners, LLC , 83 AD3d at 806-807 [internal quotation marks omitted]; see Princes Point LLC v Muss Dev.

2023L.L.C. , 30 NY3d at 133 [internal quotation marks omitted]; see Palmetto Partners, L.P. v AJW Qualified Partners, LLC , 83 AD3d 804, 807 ). "[U]nder the doctrine of anticipatory repudiation, where one party repudiates its contractual obligations prior to the time designated for performance, the nonrepudiating party may immediately claim damages for total breach and be absolved from its obligations of future performance" ( Palmetto Partners, L.P. v AJW Qualified Partners, LLC , 83 AD3d at 806-807 [internal quotation marks omitted]; see Princes Point LLC v Muss Dev.

2016Whether a party *117 has anticipatorily breached a contract is ordinarily a question of fact reserved for a jury, but a court may decide the issue as a matter of law when the purported repudiation is embodied in an unambiguous writing (see Briarwood Farms, Inc. v Toll Bros., Inc., 452 Fed Appx 59, 61 [2d Cir 2011]).