Why did the court rule that MSNBC’s assumptions were not justified?

DiFolco and MSNBC entered into a two-year employment agreement for DiFolco to work as a television commentator covering the enter-tainment industry. MSNBC had the right to terminate the agreement after the first year by giving DiFolco 60 days’ advance notice. DiFolco’s first eight months of employment were tumultuous, and she had several disputes with her supervisors over her assignments and working conditions. Through a series of e-mails, DiFolco complained to her supervisors about being forced off the air through MSNBC’s change in schedule and coverage. One of these e-mails indicated that she wished to have a meeting to discuss her exit from the shows and to give MSNBC ample time to replace her. In that same e-mail, though, DiFolco also wrote that she wanted to be part of the MSNBC team “for a long time to come.” Nonetheless, MSNBC took these e-mails to mean that DiFolco intended to repudiate her contract and sent her a proposed separation agree-ment claiming that she had resigned. DiFolco filed a breach of contract action against MSNBC. The trial court dismissed DiFolco’s claim and ruled that the e-mail constituted DiFolco’s anticipatory repudiation of her contract with MSNBC.

The Court of Appeals for the Second Circuit reversed the trial court and ruled in favor of DiFolco on the issue of anticipatory repudiation. The court held that repudiation occurs only when there is a definite and final communication of the intention to forgo performance. In this case, the court analyzed several e-mail exchanges and concluded that DiFolco did not manifest a clear and unequivocal repudiation. The e-mails were ambiguous in terms of what DiFolco’s future plans may have been and included DiFolco’s statement that she did not resign and was merely speculating about future time frames. Any assumptions by MSNBC that she resigned or intended to resign before completing her contract were not justified. Therefore, the court reinstated DiFolco’s breach of contract claim. 

“In any event, we do not agree with the District Court that ‘[p]laintiff’s 8/23 e-mail is .  .  . unambiguous in expressing [DiFolco’s] intention to leave’ as a matter of law. There are at least factual issues as to whether DiFolco had made a final and definite communication of an intent to forgo performance or had indicated her refusal to perform in a clear and unqualified way such as to justify a conclusion that she had repudiated her contract.”