Rescission can either mean a contract is discharged by breach or a contract is treated as if it never existed—known as rescission ab initio. This Practice Note explains what these two different remedies mean, what options are available to the parties and what the Standard Conditions of Sale (SCS) and the Standard Commercial Property Conditions (SCPCs) provide in that respect. For contractual remedies in relation to property contracts generally, see Practice Notes: • Notice to complete • Repudiation of property sale contracts • Specific performance of property agreements • Liability for breach of property contract after completion • Return or forfeiture of a deposit • Misrepresentation, misstatement and non-disclosure in property matters • Exclusion clauses in property contracts—misrepresentation • Rectification—mutual mistake • Rectification—unilateral mistake, and • Rescission in the context of a claim based on mistake The term rescission is used to describe two very different remedies: • rescission ab initio, and • rescission for breach (or more accurately discharge by breach) Rescission ab initio Rescission ab initio is an equitable

1 The Employer may terminate the Consultant’s appointment

[insert Principal’s name] [insert Principal’s address] Dear [insert name], Agency Agreement dated [insert date] (the ‘Agreement’) [This letter confirms our recent discussions.] In accordance with clause [insert number of clause containing termination provision], please take this letter as [immediate OR [insert figure] days’] notice of termination of the Agreement. [This is not due to any breach by you of the Agreement, simply that we feel [insert details such as ‘developed

[Manufacturer] [Address] Dear [Manufacturer], Distribution Agreement dated [insert date] (the Agreement) [This letter confirms our recent discussions.] In accordance with clause [specify number of clause containing termination provision], please take this letter as [[eg 90] days’ OR immediate] notice of termination of the Agreement. [The Agreement will therefore come to an end on [date].] [This is not due to any breach by you of the Agreement, simply that

[Distributor] [Address] Dear [Distributor], Distribution Agreement dated [insert date] (the Agreement) [This letter confirms our recent discussions.] In accordance with clause [specify number of clause containing termination provision], please take this letter as [[eg 90] days’ OR immediate] notice of termination of the Agreement.[ The Agreement will therefore come to an end on [date].]

[insert name of Agent] [insert Agent's address] Dear [insert name], Agency Agreement dated [insert date] (the ‘Agreement’) [This letter confirms our recent discussions.] In accordance with clause [insert number of clause containing termination provision], please take this letter as [immediate OR [insert figure] days’] notice of termination of the Agreement. [This is not due to any breach by you of the Agreement,

Dear [insert name of authorised recipient on behalf of counterparty], [insert name of agreement]: [insert client name] and [insert counter-party name] 1 We refer to our letter dated [insert date] (breach notice) regarding the [insert agreement name] dated [insert date] (Agreement) between [insert client name] (our client) and [insert counter-party name] ([insert counter-party short name]). 2 In the breach notice our client asserted (among other things): 2.1 [insert counter-party short name] was in breach of the Agreement by failing to pay £[insert amount] (Debt) to our client in accordance with Clause [insert number] by the due date; 2.2 [insert counter-party short name]

Dear [insert name of authorised recipient on behalf of counterparty], [insert name of agreement]: [insert client name] and [insert counter-party name] 1 We refer to our letter dated [insert date] (breach notice) regarding the [insert agreement name] dated [insert date] (Agreement) between [insert client name] (our client) and [insert counter-party name] ([insert counter-party short name]). 2 In the breach notice our client asserted (among other things): 2.1 [insert counter-party short name] was in breach of the Agreement by failing to pay £[insert amount] (Debt) to our client in accordance with Clause [insert number]

Dear [insert name of of authorised recipient on behalf of counterparty], [Insert name of agreement]: [insert client name] and [insert counter-party name] 1 [As you are aware, we OR We act] for [insert client name] (our client). 2 Our client and [insert counter-party name] ([insert short name]) are parties to a [insert agreement name] dated [insert date] (Agreement). 3 We are instructed that [insert counter-party short name] has breached the Agreement by failing to pay £[insert amount] (Debt) to our client by [insert due date] as required

Dear [insert name of authorised recipient on behalf of counterparty], [Insert name of agreement]: [insert client name] and [insert counter-party name] 1 [As you are aware, we OR We] act for [insert client name] (our client). 2 Our client and [insert counter-party name] ([insert short name]) are parties to a [insert agreement name] dated [insert date] (Agreement). 3 We are instructed that [insert counter-party short name] has breached the Agreement by failing to pay £[insert amount] (Debt) to our client by [insert due date] as required by clause [insert number]. 4 [Time

Dear [insert name of authorised recipient on behalf of counterparty], [insert name of agreement]: [insert client name] and [insert counter-party name] 1 We refer to our letter dated [insert date] (breach notice) regarding the [insert agreement name] dated [insert date] (Agreement) between [insert client name] (our client) and [insert counter-party name] ([insert counter-party short name]). 2 In the breach notice our client asserted (among other things): 2.1 [insert counter-party short name] was in breach of the Agreement by

Dear [insert name of authorised recipient on behalf of counterparty], [insert name of agreement]: [insert client name] and [insert counter-party name] 1 We refer to our letter dated [insert date] (breach notice) regarding the [insert agreement name] dated [insert date] (Agreement) between [insert client name] (our client) and [insert counter-party name] ([insert counter-party short name]). 2 In the breach notice our client asserted (among other things): 2.1 [insert