## Facts

- A buyer and landowners executed a written contract to sell land in Springfield, Illinois, for $160,000.
- The contract was contingent on the buyer obtaining zoning relief within 120 days to allow construction and operation of an asphalt plant; if the city council denied the request, the contract was voidable at the buyer’s option.
- After substantial public opposition at a rezoning hearing, the buyer withdrew the rezoning request.
- The buyer sent a letter stating it was still interested in the property but offered $142,500 due to the zoning prospects.
- The sellers rejected the proposed price change.
- The buyer then notified the sellers it intended to proceed under the original contract terms at $160,000.
- The sellers later declared the contract void, asserting the buyer’s earlier withdrawal and reduced-price proposal were an anticipatory repudiation, and refused to perform.
- The buyer sued for specific performance.
- In discovery, the sellers admitted they had not negotiated or contracted to sell the property to others after receiving the buyer’s reduced-price proposal.

## Issues

1. Whether the buyer’s communication proposing a lower price after withdrawing its rezoning petition was a clear and unequivocal anticipatory repudiation of the real estate contract.
2. If there was an anticipatory repudiation, whether the buyer effectively retracted it before the sellers materially changed position in reliance or indicated they treated the repudiation as final.
3. Whether summary judgment for the sellers was proper on the repudiation theory.

## Decision

- The appellate court reversed summary judgment for the sellers and remanded.
- The buyer’s letter proposing a price reduction did not constitute a clear and unequivocal intent not to perform the contract as written.
- Even if the letter could be read as a repudiation, the buyer’s later letter reaffirming performance on the original terms operated as a timely retraction.
- The sellers could not treat the contract as terminated because they had not materially changed position in reliance on the alleged repudiation and did not indicate the repudiation was final until after the buyer’s reaffirmation.

## Legal Principles

- Anticipatory repudiation requires a definite, clear, and unequivocal manifestation of intent not to perform when performance is due; ambiguous, conditional, or negotiatory statements are insufficient.
- A proposal to modify contract terms, without an unequivocal refusal to perform absent modification, generally does not constitute anticipatory repudiation.
- A party may retract an anticipatory repudiation unless the nonrepudiating party has materially changed position in reliance on it or has indicated that it considers the repudiation final.
- Summary judgment is improper where the record permits a reasonable conclusion that no anticipatory repudiation occurred or that any repudiation was effectively retracted.

## Conclusion

The court held that the buyer’s attempt to renegotiate price following adverse zoning prospects was not a clear refusal to perform, and any arguable repudiation was withdrawn when the buyer reaffirmed the original contract before the sellers relied or treated the alleged repudiation as final; the case was remanded for further proceedings on the merits.


Truman L. Flatt & Sons Co. v. Schupf, 271 Ill. App. 3d 983, 649 N.E.2d 990 (Ill. App. Ct. 4th Dist. 1995)