Shareholder resolutions: company investment

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.