Q&As

Is there liability for exit assistance costs on termination when there is no express provision in the agreement?

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Produced in partnership with Lynne Counsell of Addington Chambers
Published on: 26 August 2020
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Termination

A termination clause in a contract allows for the agreement to be terminated on the grounds and in the manner specified in the clause. There are four broad grounds:

  1. termination by notice or agreement. See: Contract termination—overview and Practice Note: Ending a contract by agreement

  2. breach of the agreement. See Practice Note: Termination for breach of contract

  3. a party ceasing to conduct business or becoming insolvent. For restrictions on the enforceability of such clauses, see Practice Note: Corporate Insolvency and Governance Act 2020—restrictions on ipso facto clauses

  4. an force majeure event. See Practice Note: Force majeure—consequences and contract discharge

Exit assistance

The contract may also have an exit or termination assistance clause. This might

Lynne Counsell
Lynne Counsell

Barrister, Addington Chambers


Lynne has been in traditional Chancery practice for some thirty years, specialising in probate matters, construction of wills and trusts and also financial services and drafting.

Lynne was for some years counsel for Tower Hamlets, representing them on landlord and tenant cases and counsel for Bedford Building Society representing it on mortgage cases.

Lynne has written or updated over fifty books, including writing the initial volume of Atkin’s Court Forms “Financial Services” and updating Halsbury’s Laws on Injunctions. Lynne was also co-author of two editions of “Insider Trading” and co-editor and one of the writers of “Chancery Practice and Procedure.”

Articles include “Marketing of Investments” for the Law Society Gazette and “The Doctrine of Mutual Wills” for the Trust Quarterly Review. Lynne won one of the few cases on mutual wills in the last fifty years – Charles v Fraser (2010).

Lynne has drafted the standard unit trust for the government of Nigeria, the rules and related documentation for various building societies and clubs, shareholder agreements, company takeovers compliance documentation for certain banks as well as wills and trusts.

Lynne was awarded the 2017 Corporate international Magazine Global Award – “Investment Contracts Barrister of the Year in England”.

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Jurisdiction(s):
United Kingdom
Key definition:
Costs definition
What does Costs mean?

Money ordered to be paid by one party to another in respect of the costs incurred in the course of litigation, in bringing or defending a claim.

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