Quick answer

A repudiatory breach is a breach serious enough to let the innocent party bring the contract to an end, as opposed to an ordinary breach which sounds only in damages, and it arises where a party shows it will no longer accept the obligations of the contract, with termination available under an express right or where the breach deprives the other party of substantially the whole benefit

A repudiatory breach is a breach serious enough to let the innocent party bring the contract to an end, as opposed to an ordinary breach, which sounds only in damages. It arises where a party acts or speaks so as to show it will no longer accept the obligations of the contract, and termination is available either under an express right in the contract or where the breach deprives the other party of substantially the whole benefit it was to gain. Faced with such a breach, the innocent party may accept it, ending the contract and claiming damages, or affirm the contract and claim damages. Acceptance needs no particular form, as Heyman v Darwins held, provided it clearly conveys that the contract is treated as at an end. Conduct can amount to repudiation: in Alan Auld v Rick Pollard substantial, persistent and cynical late payment was a repudiatory breach. A contractual right to terminate does not displace the common-law right unless clear words say so, as Stocznia Gdynia v Gearbulk decided.