Jurisdiction(s):
United Kingdom

Key definition

Repudiatory breach definition

What does Repudiatory breach mean? A repudiatory breach describes, in practice, a seriously wrongful failure or refusal to perform contractual obligations that goes to the root of the bargain and entitles the innocent party to end the contract and stop performing. It is a common law, case law concept (not defined in legislation), arising where a party: breaches a condition; commits a sufficiently serious breach of an intermediate/innominate term so as to deprive the other of substantially the whole benefit; or clearly indicates an intention not to be bound (anticipatory repudiation). On a repudiatory breach, the innocent party must elect either to accept the repudiation (terminating...

Enforceability of post-termination restrictive covenants following employer’s repudiatory breach: General Billposting, Rock Refrigeration, wrongful/constructive dismissal, clauses ‘howsoever terminated’, unfair dismissal and TUPE objections

Published by a LexisNexis Employment expert

Practice notes

This Practice Note considers what constitutes a Repudiatory breach by an employer of an employment contract, and how such conduct affects the enforceability of any post-termination restrictions (ie restrictive covenants) in that agreement. Where the employer commits a repudiatory breach, it will ordinarily follow that express post-termination restrictions cannot be enforced by the employer.

Repudiatory breach

What amounts to a repudiatory breach in the employment context is addressed in Practice Note: Constructive dismissal. In short, it is a serious violation that strikes at the heart of the employment contract, or behaviour demonstrating the employer no longer means to be bound by one or more fundamental terms.

When the employee treats that breach as bringing the contract to an end, the resulting termination is commonly called constructive dismissal. An employer who dismisses without the contractual notice period—ie wrongful dismissal—will also generally be taken to have committed a repudiatory breach (see Wrongful dismissal—overview)...

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Web page updated on 21/05/2026

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