Part III The right To Terminate, 8 Express Rights of Termination

Subject(s):

Termination/unwinding of contract

This chapter discusses express rights of termination. It is not always easy for a party to know for certain whether they are entitled to terminate or not. This is particularly so where the right in question depends on proof of fundamental breach or repudiation. For this reason, parties to a contract frequently, in the interests of certainty, make express provision for this by agreeing in advance that one or both of them may terminate if certain conditions are met. Such express rights of termination can depend on a wide variety of contingencies, but very frequently these will include a breach by the other party. Where this is the case, it is often difficult to distinguish termination under the express right from termination under the general law, particularly where the latter involves termination for breach of condition. The chapter then assesses four key issues with regard to express rights of this sort, most notably: (1) the relationship between express rights of termination and conditions at common law; (2) the requirements for the exercise of such rights; (3) the effect of termination under such a right; and (4) the problem of concurrent rights of termination.