This Practice Note considers the remedy of rescission, summarising when and how a contract may be rescinded (at common law, equity and under statute) and thereby brought to an end. It includes the effect of rescission, the main grounds for rescinding a contract (misrepresentation, mistake, undue influence, duress, non-disclosure, fiduciary misdealing and bribery) and the main bars to seeking rescission as a remedy of affirmation, intervention of third party rights and impossibility of restitution. For guidance on rescission in the context of a misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are numerous ways in which a contract can come to an end, see: Terminating contracts—how and when a contract ends—overview for an outline, together with links to the underlying practical guidance, including Practice Note: Termination and expiry of contracts. For a summary, in tabular format, of illustrative judgments handed down since 1 January 2020, considering contract law issues, see Practice Notes: • Contract disputes—illustrative decisions (2026) • Contract disputes—illustrative decisions (2024–2025) [Archived] • Contract disputes—key and illustrative decisions (2020–2023) [Archived] What is rescission

In B2B contracts, termination rights are typically well-defined (eg allowing a party to terminate for convenience, for breach of contract or other specified events). Where a contract is silent as to a party’s right to terminate a contract, in the event of a dispute, the courts will apply common law principles. The ability of a party to terminate a contract in the absence of an explicit contractual right depends on several factors, including the nature of the contract. A

1 Goods/services What types of goods and services are procured in your area/department? Where can I get a list? 2 Contracting process What contracting process is used? Where can I get a contracting process workflow diagram? 3 Roles and responsibilities Who

This Precedent is a notice to be issued by the assignee to the original contractual counterparty informing it of an assignment of the benefit and interest in a particular contract or debt. In an asset sale (whether an intra-group reorganisation or an arm’s length transaction), it is likely that contracts will form part of the assets being transferred to the purchaser. This document gives notice to the contractual counterparty (after completion of the sale) that the seller (as assignor) has assigned all its rights, title and interest in a particular contract to a third party (the buyer, as assignee). The notice of assignment will generally come from the seller, as assignor, rather than the buyer so as to give comfort to the contractual counterparty that the assignment has been validly made. For guidance, see Practice Note: Ireland—Assigning rights under contracts. Giving notice of assignment to the contractual counterparty is a necessary part of ensuring that the assignment is effective as a legal assignment (otherwise it may simply act as an equitable assignment). In the case of an assignment

In answering this Q&A, we have taken into consideration what steps a party needs to take to terminate a written contract that does not contain any termination provisions. We have assumed that the agreement does not have a specified term. In the past, there was a rebuttable presumption that if a contract had no provisions about term or termination, it was permanent and irrevocable. However, the courts now tend to look at the agreement to see what the parties' intention was. The general rule is that a contract can be terminated on reasonable notice (except for certain statutory exceptions where relevant legislation sets notice provisions, for example, termination of commercial agency arrangements). How is ‘reasonable’ notice determined? What determines reasonable notice will depend on the circumstances. In Martin-Baker Aircraft Co v Canadian Flight Equipment, it was established that ‘reasonable notice’ will be determined on the basis of the facts at the time of notice, not at the time the contract was entered into (even though the courts see this to be relevant). In

This Checklist sets out the issues to consider when drafting a variation document to vary an underlying agreement. For a summary of the law, guidance and practice relating to the variation of contracts and deeds, see Practice Note: Contract variation. For a ‘how to’ guide on varying commercial contracts which signposts relevant content, see Practice Note: How to vary a contract. See Practice Note: Contract variation—FAQs for frequently asked questions relating to the variation of commercial business-to-business (B2B) contracts and deeds. Parties may consider contract variation for a number of reasons. If the variation arises in the context of renegotiation due to contractual difficulties, see also Practice Note: Managing difficulties in commercial contracts for further guidance. For template variation documents, see Precedents: • Variation agreement • Deed of variation Variations can be drafted in letter form and this may be sufficient where the amendments are minor. Duplicate copies of the letter should always be provided and it is important to ensure that it is signed and returned before the variation is due to take effect. See Precedent: Letter

There are numerous ways in which a contract can come to an end, not just by agreement, see: Terminating contracts—how and when a contract ends—overview for an outline, together with links to the underlying practical guidance, including Practice Note: Termination and expiry of contracts. This Practice Note summarises the main ways in which a contract may be discharged by the parties’ agreement, including concepts of total discharge (release), total discharge (accord and satisfaction), total discharge (rescission) and total discharge (contractual termination) and partial discharge (variation) and partial discharge (waiver by estoppel). For a summary, in tabular format, of the key and illustrative judgments handed down since 1 January 2020 considering contract law issues, including those dealing with contract termination, see Practice Notes: • Contract disputes—illustrative decisions (2026) • Contract disputes—illustrative decisions (2024–2025) [Archived] • Contract disputes—key and illustrative decisions (2020–2023) [Archived] Agreeing to end a contract—the different ways A contract may be wholly discharged by agreement as follows: • where one party releases the other from its obligations by deed (release) • the parties

Frustration A contract may be frustrated if an unforeseen event occurs after the contract is formed and: • as a result of that event: ◦ the contract becomes impossible to perform, and/or ◦ the obligations under the contract are transformed into something radically different • the contract does not contain a clause intended to deal with the unforeseen event • the unforeseen event is not caused by either party’s conduct For more information generally, see Practice Note: Discharge by frustration and Commentary: Impossibility: Halsbury's Laws of England (22 (2019)) [258]. Failure of a third party to perform obligations under a collateral contract The general principles of frustration are applicable in establishing whether the failure of a third

This Checklist examines the right to suspend under the Housing Grants, Construction and Regeneration Act 1996 (HGCRA 1996) and the issues that should be taken into consideration before a party decides to suspend the performance of its obligations under a construction contract. • Is there a general common law right to suspend a contract? No, there is no common law right for a party to a contract to suspend performance of contractual obligations in the event of a breach of contract by the other party, unless the breach is sufficiently serious to be regarded as a ‘repudiatory breach’, entitling the innocent party to rescind or cancel the contract (see Practice Notes: Termination of a construction contract—Common law termination and Repudiation of contract) • How does the right to suspend arise in a construction contract? In a construction contract (where HGCRA 1996 applies), if a party does not receive payment of a notified sum, in full, by the final date for payment (and has not received a pay less notice from the paying party), it has a statutory

The essence of employment is pay in return for work. There is a duty to pay wages whenever an employee is ready, willing and able to work. Generally, it does not matter whether there is any work for them to do. As Lord Templeman put it in Miles v Wakefield Metropolitan District Council: 'In a contract of employment wages and work go together. The employer pays for work and the worker works for his wages. If the employer declines to pay, the worker need not work. If the worker declines to work, the employer need not pay. In an action by a worker to recover his pay he must allege and be ready to prove that he worked

A contract race arises when a seller instructs their solicitor to deal with two or more separate proposed buyers. In these circumstances, the seller’s solicitor should disclose the existence of the other prospective buyer or buyers to the original buyer or their solicitor. This Practice Note considers how this duty arises under the SRA Standards and Regulations, which came into force on 25 November 2019, when acting for a seller who intends to deal with more than one buyer at the same time. Sales by auction are not contract races; for content on auction sales, see Practice Notes: Selling property at auction and Buying property at auction. Historic position—the rules under the SRA Code of Conduct 2011 Chapter 11 of the SRA Code of Conduct 2011 (the 2011 Code) covered a solicitor’s relations with third parties. Outcome 11.3 of the 2011 Code applied to contract races. It provided that the seller's solicitor had to inform all buyers immediately of the seller's intention to deal with more than one

This Precedent Impromptu contract audit meeting questions will enable you to ensure all the important topics that you need to discuss with each area of your organisation are covered. It is designed to enable you to capture as much information as possible to assist you to: • understand all the different procurement processes used in your organisation • understand the ways in which contracts are managed across your organisation