Truman L. Flatt & Sons Co. v. Schupf 1) Facts a) The Plaintiff, Truman L. Flatt & Sons Co. (Plaintiff), entered into a land contract with the Defendant, Lee Schupf (Defendant), to purchase a parcel of land at a price of $160,000. The contract provided that it was contingent upon the buyer obtaining permission from the City Counsel to construct and operate an asphalt plant. The Plaintiff sent a letter to the Defendant stating that it was withdrawing its zoning request because it seemed clear that the City Counsel would not approve it. In the letter, the Plaintiff asked the Defendant if he would be willing to sell the property for a reduced amount, since the Plaintiff believed the property was worth less as it was currently zoned. The Defendant rejected this offer. The Plaintiff responded that it planned to proceed with the purchase in accordance with the original terms of the contract. The Defendant contended that the Plaintiff’s failure to waive the zoning requirement and to elect to proceed under the contract when the rezoning was denied, along with the Plaintiff’s modified offer, voided the contract. 2) History a) The Plaintiff filed suit seeking specific performance. The Defendant moved for summary judgment, which was granted on the ground that the Plaintiff effectively repudiated the contract. 3) Issue a) Was the repudiation of the contract repudiated i) Language that under a fair reading amounts to a statement of intention not to perform except on conditions which go beyond the contract constitutes a repudiation ii) The language did not constitute an implied threat of nonperformance iii) Illinois law requires a repudiation be manifested clearly and unequivocally; plaintiffs letter was ambiguous at best iv) The repudiating party can prevent the injured party from treating the contract as terminated by retracting before the injured party has acted in response to it v) The defendants had not moved to sell the house but were just sitting on it vi) Based upon the actions, plaintiffs were allowed to retract their repudiation of the contract vii) To allow the defendant’s theory would rewrite the common law, and the court declines to accept their position 4) Judgment: Reversed and Remanded