Bennett v. Sage Payment Solutions, Inc., 710 S.E.2d 736

In February 2008 Bennett became President of Sage Payment Solutions and signed an Executive Employment Agreement.
The Agreement provided $360,000 annual salary, a one-year initial term with automatic renewals, severance on certain terminations, and a 12-month non-competition.
On June 7, 2008 Bennett demanded higher compensation or a mutually agreed transition, signaling potential departure while still negotiating.
Bennett remained in the role and pursued other opportunities, informing Sage that he would honor a transition plan while asserting a running clock on post-termination non-compete obligations.
Sage treated Bennett’s email as a resignation; Bennett argued it was a negotiative request, and he ultimately was terminated September 30, 2008.
Bennett sued for severance; Sage sought to amend to assert repudiation as a defense; the circuit court permitted the amendment and the issue went to the jury.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether repudiation can be a defense after partial performance	Bennett argues performance continued; no repudiation established.	Sage contends repudiation exists when future obligations are renounced, even post-performance.	Repudiation may apply to contracts with continuous performance after commencement.
Whether the circuit court properly allowed amendment to plead repudiation	Bennett asserts prejudice from late amendment.	Sage asserts evidence supports repudiation and amendment was proper.	Court did not abuse discretion; amendment permitted under variance standards.
Whether the jury instruction on repudiation was properly handled	Bennett objected to clarifying instructions after jury questions but agreed to the given instruction.	Sage relied on the court’s instruction and argued no clarifying instruction was required.	Trial court did not abuse by not giving a clarifying instruction.

WRH Mortgage, Inc. v. S.A.S. Assocs., 214 F.3d 528 (4th Cir. 2000) (repudiation can be a defense to breach of contract)
Franconia Assocs. v. United States, 536 U.S. 129 (U.S. Supreme Court 2002) (post-performance repudiation in government contracting context)
Ecology One, Inc. v. Board of Supervisors of Fairfax County, 219 Va. 29, 245 S.E.2d 425 (Virginia Supreme Court 1978) (abandonment can constitute anticipatory breach in continuous-performance contracts)
Link v. Weizenbaum, 229 Va. 201, 326 S.E.2d 667 (Virginia Supreme Court 1985) (repudiation before performance requires co-obligor assent to breach claim)
Lenders Financial Corp. v. Talton, 249 Va. 182, 455 S.E.2d 232 (Virginia Supreme Court 1995) (repudiation as anticipatory breach where performance not yet due)
Syed v. ZH Technologies, Inc., 280 Va. 58, 694 S.E.2d 625 (Virginia Supreme Court 2010) (standards for reviewing leave to amend and variance)
Vahabzadeh v. Mooney, 241 Va. 47, 399 S.E.2d 803 (Virginia Supreme Court 1991) (repudiation must be clear, unequivocal, and cover the contract)