Drafting termination notices—contract breach
Drafting termination notices—contract breach

The following Dispute Resolution practice note provides comprehensive and up to date legal information covering:

  • Drafting termination notices—contract breach
  • The importance of ensuring your termination notice is valid
  • The right to serve a termination notice
  • Termination notice precedents—no antecedent breach notice
  • Termination notice precedents—where breach notice previously served
  • Termination notice precedent—no breach
  • Terminating contracts and offer to settle precedent letters
  • Terminating contracts—should you terminate for breach?
  • Terminating a contract—should you offer to settle your claim?
  • Termination and making 'without prejudice save as to costs' (Calderbank) and 'subject to contract' offers
  • More...

This Practice Note on drafting a contract termination notice and an accompanying without prejudice offer letter to settle any claim arising out of the termination (where appropriate) identifies the key issues to consider and also sets out the context behind the drafting of each of our bespoke termination precedents. For guidance on using our related bespoke notice of breach precedents, see Practice Note: Drafting notices of breach.

We have produced a number of bespoke precedents to be used where there has been a breach of contract and the innocent party has served a notice of breach, there has been no remedy of the breach and the innocent party now wishes to terminate the agreement.

For general guidance on terminating contracts for breach, see Practice Notes:

  1. Termination for breach of contract

  2. How to terminate an agreement

Note: the right to terminate an agreement based on a party’s financial condition (so called ipso facto clauses) may be restricted by provisions proposals contained in the Corporate Insolvency and Governance Act 2020 (CIGA 2020). For further guidance, see Practice Note: Corporate Insolvency and Governance Act 2020—restrictions on ipso facto clauses.

As to force majeure and frustration scenarios, see Main Section ‘Termination for force majeure or frustration’.

In understanding the methodology of the precedents, we have:

  1. based the precedents on breach of a basic written commercial agreement, such as an agreement for the

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