Contract Termination

Agreement for the termination of a contract with the agreement of both parties.  The parties can choose whether any provisions of the contract continue in effect after termination and whether termination is a release of all claims under the contract.

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When do I use this document?

  • for termination of a contract by mutual agreement of the parties
  • for a contract governed by English law

What are the key features?

  • agreement in the form of a deed of termination
  • alternative wording depending on whether any provisions of the contract will continue in force after termination
  • alternative wording depending on whether termination amounts to a release of all claims under the contract

What else do I need to know?

The parties to a contract may agree to bring an agreement to an end earlier than originally envisaged. The contract may itself provide for circumstances in which the contract may be terminated. These include:

  • completion: termination of the contract once the subject-matter of the contract has been achieved
  • notice: termination by one party by giving a specified period of notice to the other party
  • breach: termination by one party either on immediate notice or by giving a specified period of notice following the breach of the contract by the other party (the defaulting party). The contract may provide that the breach must be “material” or “repeated” and/or that the defaulting party has a period of time in which to remedy the breach before the non-defaulting party may terminate the contract

In the absence of a party being entitled to terminate the contract by its terms, the termination of a contract will require the mutual agreement of both parties to the contract.

Use this document:

  • as completion board resolutions of the company repurchasing its own shares out of distributable profits
  • for a private limited company incorporated in England and Wales
  • in conjunction with a shareholder resolution for the company to approve the share buyback agreement – see Shareholder resolution: share buyback out of profits

Key features include:

  • board resolutions to approve the terms of a share buyback agreement with a named shareholder
  • full consideration of the company’s distributable profits, with reference to annual or interim accounts
  • acknowledgment of directors’ statutory duties under the Companies Act, including section 172 and distribution rules
  • approval of the form of the shareholder written resolution under section 694 of the Companies Act
  • authorisation for directors to execute the buyback agreement and all related documents
  • provision for filing the required forms at Companies House, including SH03 (return of purchase of own shares) and SH06 (cancellation of shares)

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 05/01/2023

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