## Facts

- Clark delivered paintings to Marsiglia to be cleaned and repaired for agreed prices.
- The paintings were delivered in two groups; liability for the first group’s price was not disputed.
- After Marsiglia began work on the second group, Clark told him to stop because Clark no longer wanted the work performed.
- Marsiglia disregarded the instruction, completed the work, and sued in assumpsit for the full contract price, including amounts attributable to work done after Clark’s countermand.
- The trial court refused to instruct that Clark could countermand and that Marsiglia could not recover for post-countermand work; instead, it instructed that Marsiglia could finish and recover the whole value of labor and materials.
- The jury awarded Marsiglia the full amount, and judgment was entered; Clark sought review.

## Issues

1. Whether a party who orders mechanical or service work at an agreed price may countermand further performance after work has begun.
2. Whether the service provider may continue performance after an explicit countermand and recover the entire contract price.
3. What measure of damages applies when the ordering party wrongfully stops the work after performance has commenced.

## Decision

- The court reversed the judgment for Marsiglia.
- Clark had the power to countermand further work, even after performance had begun, subject to liability for breach.
- After a clear countermand, Marsiglia had no right to proceed with the work and charge Clark for post-countermand performance.
- Damages were limited to a just recompense for injury caused by the breach, not the entire contract price as though performance were completed.

## Legal Principles

- In service or mechanical-work contracts, the ordering party may stop further performance; doing so constitutes a breach, but it terminates the other party’s right to continue performance as a basis to claim the full agreed price.
- The non-breaching party may recover damages measured by actual loss from the breach, including compensation for work and materials furnished up to the countermand and other provable losses caused by the breach.
- Work performed after an explicit countermand is not chargeable to the breaching party because the non-breaching party cannot increase damages by continuing performance after notice to stop.

## Conclusion

The court held that an employer who repudiates a service contract after work has begun is liable only for damages reflecting the worker’s actual loss caused by the breach, and the worker cannot ignore the countermand, complete performance, and recover the full contract price for avoidable post-repudiation work.


Clark v. Marsiglia, 1 Denio 317 (N.Y. Ct. for the Corr. of Errors 1845)