## Facts

- Decker (defendant) hired Wholesale Sand & Gravel, Inc. (Wholesale) (plaintiff) under a written contract to construct a gravel driveway on Decker’s property.
- The contract did not set a completion date. The only express timing term related to payment (Wholesale believed it had 90 days based on that term).
- At the outset, Wholesale told Decker the driveway would be finished in about one week.
- Wholesale began work but encountered very wet ground conditions that made construction difficult.
- Wholesale concluded it could not complete the driveway in the wet conditions without exceeding the contract price, so it decided to wait for the ground to dry.
- Over the following weeks, Decker repeatedly contacted Wholesale and pressed for completion.
- Wholesale repeatedly indicated it would return and finish the job, including statements that it would come back the next day, but it did not follow through.
- After unsuccessful efforts to get Wholesale back on the job, Decker terminated the contract and obtained completion of the work through others.
- Wholesale sued Decker for breach of contract, claiming Decker wrongfully terminated the agreement.
- After a bench trial, the court entered judgment for Decker, and Wholesale appealed.

## Issues

1. Whether, in a contract with no stated completion date, Wholesale’s extended failure to continue work—combined with repeated but unfulfilled assurances—supported a finding that Wholesale repudiated the contract by indicating it would not perform within a reasonable time.
2. Whether Decker had to plead anticipatory repudiation as an affirmative defense for the trial court to resolve the case on that basis.

## Decision

- The Maine Supreme Judicial Court (Law Court) affirmed the judgment for Decker.
- The court agreed that when a contract omits a completion date, the law implies a requirement that performance occur within a reasonable time, evaluated in light of the circumstances and the parties’ dealings.
- The court held the evidence supported the trial court’s finding that Wholesale’s conduct amounted to anticipatory repudiation because it showed a definite and unequivocal intention not to complete performance within a reasonable time.
- The court rejected Wholesale’s argument that anticipatory repudiation had to be pleaded as an affirmative defense, concluding the trial court could treat repudiation as a merits basis defeating Wholesale’s breach-of-contract claim.

## Legal Principles

- If a contract does not specify when performance must be completed, the law implies a requirement of performance within a reasonable time.
- What constitutes a reasonable time is a fact question determined from the circumstances, including the nature of the work and the parties’ communications and conduct.
- Anticipatory repudiation may be established by conduct, not only by an express statement, when the conduct objectively shows a definite and unequivocal intent not to perform as required.
- A prolonged failure to perform, coupled with repeated assurances that are not carried out, can support a finding of anticipatory repudiation when it indicates the party will not complete performance within a reasonable time.
- Anticipatory repudiation may be treated as a basis on the merits to defeat a breach claim and is not necessarily required to be pleaded as an affirmative defense to be considered by the court.

## Conclusion

The Law Court affirmed judgment for Decker, holding that because the contract set no completion date, Wholesale was required to finish within a reasonable time, and the trial court could find that Wholesale’s extended inaction and unkept promises showed a definite and unequivocal intent not to perform within that time; the court also held that Decker did not have to specially plead anticipatory repudiation for the trial court to decide the case on that ground.


Wholesale Sand & Gravel, Inc. v. Decker, 630 A.2d 710 (1993)