Cases when an agreement to terminate a contract is concluded
A contract termination agreement is signed when the partners have mutually agreed to terminate the existing relationship. The reasons may be:
| Cause | Examples and comments |
| Loss of interest in continued cooperation by partners or one of them. | Concluding an agreement with another supplier on more favorable terms. |
| Breach of obligations by one of the parties. | There is mutual agreement when both partners understand that failure to meet deadlines for the provision of services makes further cooperation impossible and come to a consensus without involving the judiciary. |
| The occurrence of circumstances when continued cooperation does not make sense. | Termination of contracts for maintenance of a building upon demolition of the latter. |
This is only an approximate list of cases when the parties terminate contracts.
Note! Termination is permissible only in relation to a valid contract, but not previously terminated on other grounds, for example due to proper performance (decision of the Supreme Court of the Russian Federation dated 07/08/2015 in case No. A41-57495/2014).
To find out whether it is possible to terminate the contract retroactively, read the ready-made solution from ConsultantPlus. If you do not yet have access to the ConsultantPlus system, you can obtain it free of charge for 2 days.
Watch the video about the specifics of terminating a state or municipal contract
Termination of the contract by agreement of the parties
How is a contract terminated by agreement of the parties? Analyzing legal practice, the following typical cases can be identified:
- One of the parties no longer needed further cooperation. This may be due to the achievement of a specific goal or, conversely, the belief that it is impossible to achieve it.
- Circumstances have arisen when further cooperation does not make sense (flooding of the territory, demolition of a building, adoption of a prohibiting law, etc.).
- One of the partners cannot fulfill their obligations on time and, without waiting for negative consequences, proposes to terminate the contract.
How is a termination agreement concluded?
When the events mentioned above occur, one of the partners approaches the counterparty with a proposal to terminate cooperation (offer). For more information on drawing up a letter, read the article: Drawing up a letter of termination of a contract - sample.
Sending such a letter is also mandatory in the case where in the future a person interested in terminating the contract plans to go to court, since clause 2 of Art. 452 of the Civil Code of the Russian Federation requires the mandatory fulfillment of one of 2 conditions in order to attract judicial authorities:
- receiving a refusal to terminate a contract;
- failure to receive a response within the specified period, which by default is 30 days.
Important! The proposal to terminate the contract and the draft agreement are sent to the legal address of the counterparty, contained in the extract from the Unified State Register of Legal Entities, or another address agreed upon by the parties. In this case, the risk of not receiving such a message lies with the addressee. This position is enshrined in paragraph 1 of the resolution of the plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 61.
To sign an agreement to terminate a contract out of court, acceptance of the proposal by the counterparty is required. Acceptance can be:
- consent to terminate the relationship;
- signing of the proposed draft contract termination agreement;
- silence of the partner, if such a condition is provided for by the contract or law.
The contract is considered terminated from the moment of acceptance of the proposal to terminate the relationship, for example, the signing of an agreement to terminate the contract by the second party.
The process for terminating the agreement is outlined as follows:
Sample termination agreement
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A termination agreement is a contract entered into by parties who wish to end their relationship. In this case, one party sends a letter to its counterparty with a proposal to terminate the cooperation. The letter is sent to the partner's legal address.
Remember: the parties have the right to draw up a sample termination agreement only for a valid contract . If the contract has already been terminated, then nothing else is required. The contract is considered terminated from the date the agreement is signed by both parties.
Remember: the agreement to terminate the contract must correspond in form to the previously executed contract, because if the contract was drawn up in writing, then the agreement is also drawn up in writing. And if it was certified by a notary and registered, then the agreement will also have to be certified and registered.
But the compensation agreement is considered an independent document, therefore the civil code does not apply to it. Remember: if the form of the additional agreement does not correspond in form to the contract, then it is considered invalid. And if all the claims of the parties are settled, then you can proceed to drawing up an additional agreement. And if the claims are not taken into account, then after the breakup of the relationship, the other party has the right to file a lawsuit.
There are several additional agreements.
The parties may enter into a termination agreement:
- Employment contract. Here they enter the conditions for termination of cooperation, the responsibilities of both parties that arise due to the termination of previously formalized employment relationships.
- Contracts. It is written here that the obligations of the parties end after the signing of the additional agreement. Additionally, the amount of compensation that one party must pay to the other is indicated here.
- Lease agreements. What is recorded here is that the parties have no claims against each other. And if one party has a debt to the other party, then the amount of this compensation is included in this agreement.
Separately, the parties can draw up an agreement to terminate the contract for the provision of services . It is drawn up if the parties decide to terminate the previously executed contract ahead of schedule.
Remember: an additional agreement is an additional document drawn up to the main agreement. This is part of the contract. It does not have independent legal force.
When filling out a sample unilateral termination agreement, it is important to take into account the following simple rules:
- The names of the parties are included in the additional agreement from the main agreement.
- Be sure to include in the additional agreement all the data included in the main agreement that is being terminated. This is the only way to identify him. Usually the date, contract number, and its name are included in the additional agreement.
- The additional agreement includes the date from which the contract is considered terminated.
Additionally, the sample termination agreement includes the number of executed copies and details of both parties. The parties must sign the completed document. And the correct form for termination of the contract can be downloaded from our website.
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Example of a termination agreement
The agreement to terminate the contract is usually drawn up by the interested partner and signed in a number of copies equal to the number of parties to the contract.
We recommend! The law does not provide for the form of an agreement to terminate the contract. However, based on established practice, the document must contain the following attributes:
- name: “Agreement on termination of contract No.____ dated_____”;
- place of compilation;
- date of signing;
- names of counterparties indicating signatories and their powers;
- conditions for termination of the contract;
- grounds for termination of the contract in cases where it is provided for by law or the contract itself;
- date of termination of the contract (wording such as “terminates from the moment of signing” is also possible);
- consequences of termination, for example, a guarantee from one of the partners to pay for services already provided;
- details and signatures.
Additional sample agreements on termination of the contract can be viewed at the link: Agreement on termination of the contract - sample.
In some situations, other documents may need to be attached to the agreement. Thus, upon termination of the lease agreement, the property must be returned to the lessor according to the acceptance certificate. This act will be an integral part of the termination agreement. A sample property return certificate developed by experts based on current legislation is offered by ConsultantPlus. If you do not yet have access to the ConsultantPlus system, you can obtain it free of charge for 2 days.
Termination agreement form
Clause 1 Art. 452 of the Civil Code of the Russian Federation contains a requirement that the form of termination of a contract corresponds to the form of its conclusion, therefore, an agreement on termination of transactions subject to state registration or notarization must also be registered or certified by a notary.
Note! This requirement does not apply to the compensation agreement, since it is an independent transaction that terminates the obligation by virtue of the direct instructions of the law, but not a termination agreement.
Risks! Failure to comply with the form of the agreement on termination of the contract in some cases may lead to the invalidity of the agreement on termination (resolution of the Moscow District Court of September 21, 2016 in case No. A41-82273/2015), in other cases - failure to conclude an agreement on termination due to lack of proof of the will of the parties (decision of the Moscow City Court dated 02.02.2016 No. 4g-741/2016).
Consequences of signing a termination agreement
Clause 2 art. 453 of the Civil Code of the Russian Federation provides that, as a general rule, termination of a contract terminates the obligations of the counterparties. However, when signing an agreement to terminate the contract, you need to keep in mind the possible occurrence of such consequences as:
| Legal consequences | Examples |
| Recovery of losses from the guilty partner (clause 5 of Article 453 of the Civil Code of the Russian Federation). | The courts have recognized the right to recover real damage from the debtor, expressed in the difference between the listed advance payment and the actual cost of the work (Resolution of the Eighth Arbitration Court of Appeal dated October 16, 2020 No. 08AP-9168/2020). |
| Recovery of unjust enrichment when transferring to a partner more than was received from him (paragraph 2, paragraph 4, article 453 of the Civil Code of the Russian Federation). | Ruling of the Supreme Court of the Russian Federation dated July 5, 2016 No. 305-ES16-2157 in case No. A40-179908/2014 |
| Preservation of the terms of the contract, the nature of which provides for their application even after the termination of the contract itself. | An example is the preservation of the contractor’s warranty obligations for work performed (clause 3 of the resolution of the plenum of the Supreme Arbitration Court of the Russian Federation dated June 6, 2014 No. 35) or contractual jurisdiction (resolution of the Moscow District Court of Justice dated November 11, 2016 in case No. A40-164626/2015). |
Legal consequences
It is important to know that in the absence of an agreement, negative consequences for both parties will not be long in coming.
In addition, neglecting the issues of peaceful settlement of pressing problems may result in protracted legal proceedings , and then an agreement will have to be concluded in a higher authority.
However, in most cases, termination of the contract has a favorable outcome for both parties.
What obligations do not cease after termination?
According to paragraph 2 of Art. 453 of the Civil Code of the Russian Federation, the obligations of the partners terminate after they sign an agreement to terminate the contract, unless otherwise provided by law. But there are obligations that do not terminate regardless of the fact of termination. It could be:
- collection of debt under the contract that arose before its termination or after, until the moment when the actions of the parties were actually terminated (resolution in case No. A36-5038/2014, adopted on June 24, 2015 by the cassation instance);
- presentation of claims for violation of obligations to collect penalties and fines, which must be accrued before the date of termination of the contract (determination of the Supreme Arbitration Court of the Russian Federation No. VAS-9825/11 dated 09/07/2011);
- acceptance by one of the partners of performance under a contract from another partner and failure to fulfill the undertaken obligations. The counterparty has the right to make demands for the return of the fulfilled obligation on the basis of illegal enrichment. This provision contains clause 4, paragraph. 2 tbsp. 453 of the Civil Code of the Russian Federation (Resolution of the plenum of the Supreme Arbitration Court of the Russian Federation No. 35 of 06.06.2014);
- indication in the contract of other consequences, different from the above, that occur as a result of its termination. In this case, the court decision is made taking into account the legal relations provided for by the parties to the contract (determination of the Supreme Court of the Russian Federation in case No. A68-2906/2014 dated October 6, 2015).
This is also important to know:
To protect your interests in court, it is better to use the help of our lawyers, from whom you can obtain a sample of termination of an agreement by agreement of the parties, as well as consult on all issues related to drawing up the agreement. To provide legal services, you must fill out an online application or call the numbers that are on our website.
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Agreements on termination of certain types of contracts
Regarding the conclusion of agreements on the termination of certain types of contracts and related features, we note the following:
| Type of agreement | Comments and examples |
| Lease contract | The signing of an agreement on early termination of this type of contract and an act of return of the leased property provide grounds for the collection of rent paid previously in advance (decision of the RF Armed Forces dated November 15, 2018 No. 305-ES18-17138 in case No. A40-122306/2017). |
| Work agreement |
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| Other civil contracts | An agreement to terminate a contract may be recognized as an imaginary transaction, for example, when an agreement is concluded on the eve of the bankruptcy of a person without the actual return of the property transferred under the contract (determination of the Supreme Court of the Russian Federation of December 28, 2018 No. 303-ES18-21149 in case No. A73-19328/2017). |
| Employment contract | Concluding an agreement to terminate an employment contract is one of the grounds for terminating the employment relationship between an employee and the company. An agreement can be concluded at any time, at the initiative of any of the parties (clause 1, part 1, article 77, article 78 of the Labor Code of the Russian Federation). |
