Rejection Damages Executory Contract

Rejection Damages in Executory Contracts: Understanding the Basics

In business, contracts are essential tools to establish legal agreements between two parties. An executory contract is a type of contract where both parties have yet to fulfill their obligations. However, if one party decides to reject the contract before the completion of its terms, it can lead to significant consequences, including rejection damages. In this article, we will delve into the basics of rejection damages in executory contracts and how they can affect a business.

What are Rejection Damages?

Rejection damages can occur when a party rejects an executory contract before its completion. These damages are typically awarded to the non-breaching party to compensate them for the losses incurred as a result of the breach. The purpose of such damages is to put the non-breaching party in the same economic position they were in before the contract was entered into.

For example, suppose a company enters into an executory contract with another company to provide goods or services. If the second company rejects the contract before the fulfillment of its terms, the first company may seek rejection damages to cover the costs incurred in preparation for fulfilling the contract. This could include expenses such as materials, labor costs, and lost profits.

Calculating Rejection Damages

The calculation of rejection damages can vary depending on the particular circumstances of each case. Generally, the amount of rejection damages awarded is based on the difference between the contract price and the market price of the goods or services at the time of the breach. The non-breaching party has the duty to mitigate their losses by taking reasonable steps to reduce the damages.

For instance, if the non-breaching party in the above example could sell the materials they had already purchased for the contract to another customer, then those costs would not be included in the calculation of the rejection damages. However, if the materials could not be sold to another customer and had no other use, then the full cost of the materials would be included in the damages.

Rejection damages can also include other costs, such as incidental and consequential damages. Incidental damages are costs directly related to the breach of the contract, such as the cost of returning goods. Consequential damages are losses incurred as a result of the breach but are not a direct result of the contract. These could include lost profits or lost business opportunities.


Executory contracts play a vital role in business transactions, and parties should be aware of the potential consequences of breaching such contracts. Rejection damages can be a significant liability to a company, and it is important to understand the calculation of such damages to mitigate losses. Seeking legal advice before entering into an executory contract can help a company better understand its rights and obligations and avoid potential disputes.