If Purchaser repudiated the APA, then Sellers' obligation to refrain from intentionally or knowingly impairing Purchaser's ability to obtain license approval would be excused. Choice Hotels Int'l, Inc. v. Madison Three, Inc., 83 F.Supp.2d 602, 607-08 (D.Md. 2000) (first citing Friedman v. Katzner, 139 Md. 195, 114 A. 884, 886-87 (1921); then citing C. W. Blomquist & Co. v. Cap. Area Realty Invs., 270 Md. 486, 494 (1973)) (noting that the defense of anticipatory repudiation “excuses one party to a contract from its performance obligations upon an unequivocal act of repudiation of the contract by the other party[]”).
See Defs.' Opp. Mot. Summ. Judg. at 7 (citing, but not discussing, String v. Steven Dev. Corp., 269 Md. 569, 307 A.2d 713, 717 (1973)). This defense excuses one party to a contract from its performance obligations upon an unequivocal act of repudiation of the contract by the other party. See, e.g., Friedman v. Katzner, 139 Md. 195, 114 A. 884, 886-87 (1921) ("[W]hen in anticipation of the time of performance one definitely and specifically refuses to do something which he is obligated to do, so that it amounts to a refusal to go on with the contract, it may be treated as a breach by anticipation, and the other party may, at his election, treat the contract as abandoned, and act accordingly. This principle is well settled. . . ."); C.W. Blomquist Co. v. Capital Area Realty Investors, 270 Md. 486, 311 A.2d 787 (1973) (stating that a breach may be anticipatory in nature if, prior to the time of performance, one definitely and specifically refuses to do something which it is obligated to do).
The refusal to perform, i.e. the repudiation of, the contract must be positive and unconditional. Id.; see also Friedman v. Katzner, 139 Md. 195, 114 A. 884 (1921). But there is more.
A breach .. . may be inferred from the ‘refusal of a party to recognize the existence of a contract, or the doing of something inconsistent with its existence.'” C. W. Blomquist & Co. v. Cap. Area Realty Ims., 270 Md. 486, 494 (1973) (quoting Friedman v. Katzner, 139 Md. 195, 201 (1921)). Here, FTI has alleged sufficient facts for the Court to conclude that Orszag plausibly breached the Non-Solicitation provision by, at a minimum, threatening that his departure from FTI would be followed by 800 other Compass Lexecon employees.
Under Ohio law, a breach of contract occurs where a party fails, “without legal excuse, to perform any promise which forms the whole or part of a contract and may be inferred from the ‘refusal of a party to recognize the existence of a contract, or the doing of something inconsistent with its existence.'” National City Bank v. Erskine & Sons, Inc., 158 Ohio St. 450, 461, 110 N.E.2d 598, 603 (1953) (quoting Friedman v. Katzner, 139 Md. 195, 114 A. 884, 886-87 (1921)). In other words, “a breach of contract action accrues when the breach occurs or when the complaining party suffers actual damages as a result of the breach.”
Indeed, Maryland law recognizes that "when 'in anticipation of the time of performance one definitely and specifically refuses to do something which he is obligated to do, so that it amounts to a refusal to go on with the contract, it may be treated as a breach by anticipation, and the other party may, at his election, treat the contract as abandoned, and act accordingly.'" C.W. Blomquist & Co., 270 Md. at 494, 311 A.2d at 791 (quoting Friedman v. Katzner, 139 Md. 195, 114 A. 884, 887 (1921)). III.
Indeed, Maryland law recognizes that "when ‘in anticipation of the time of performance one definitely and specifically refuses to do something which he is obligated to do, so that it amounts to a refusal to go on with the contract, it may be treated as a breach by anticipation, and the other party may, at his election, treat the contract as abandoned, and act accordingly.’ " C. W. Blomquist & Co. , 270 Md. at 494, 311 A.2d at 791 (quoting Friedman v. Katzner , 139 Md. 195, 114 A. 884, 887 (1921) ).
excuses one party to a contract from its performance obligations upon an unequivocal act of repudiation of the contract by the other party. See, e.g., Friedman v. Katzner, 139 Md. 195, 114 A. 884, 886-87 (1921) ("[W]hen in anticipation of the time of performance one definitely and specifically refuses to do something which he is obligated to do, so that it amounts to a refusal to go on with the contract, it may be treated as a breach by anticipation, and the other party may, at his election, treat the contract as abandoned, and act accordingly. This principle is well settled.
Maryland courts have defined breach of contract as a "failure without legal excuse to perform any promise which forms the whole or part of a contract." Weiss v. Sheet Metal Fabricators, Inc., 110 A.2d 671, 675 (1955) (quoting Friedman v. Katzner, 201, 114 A. 884, 886 (Md. 1921). "Maryland law generally requires giving legal effect to the clear terms of a contract," Calomiris v. Woods, 727 A.2d 358, 361 (Md. 1999), and it is "improper for the court to rewrite the terms of a contract, or draw a new contract for the parties, when the terms thereof are clear and unambiguous, simply to avoid hardships," Canaras v. Lift Truck Services, 322 A.2d 866, 873 (Md. 1974).
. . ." Weiss v. Sheet Metal Fabricators, Inc., 206 Md. 195, 110 A.2d 671, 675 (1955) (quoting Friedman v. Katzner, 139 Md. 195, 201, 114 A. 884, 886 (1921)); see also Fowler v. A A Co., 262 A.2d 344, 347 (D.C. 1970). By failing to transfer the telephone number upon the Plaintiff's request, the court finds that Bell Atlantic breached the contract arising from the customer agreement between Plaintiff and Bell Atlantic.