Ralph Thomas and Carolee Thomas, Husband and Wife, Plaintiffs/appellees v. Montelucia Villas, LLC, a Delaware…

Summary

The court held that a seller seeking to retain progress payments as damages after a buyer's anticipatory repudiation must prove that it was ready, willing, and able to perform the contract. The contract's labels did not make the payments earnest money or eliminate that requirement, and the liquidated-damages provision established the amount of damages but not the existence of a compensable breach. The court vacated the court of appeals' decision and remanded for a determination of the seller's ability to perform and any resulting remedy.