“Termination for Convenience”
月经推迟两个月Posted on November 11, 2007 by Ken Adams
During a CLE ssion at the recent Associate of Corporate Counl annual meeting, one of the panel members ud the phra termination for convenience. It’s a phra I don’t encounter too often, so I thought I’d better look into it.
The Implications of “Termination for Convenience”
A quick review of contracts on the SEC’s EDGAR system shows that the phra termination for convenience occurs in a variety of different kinds of agreements providing for ongoing peformance. Here’s an example from a rvices agreement:
6.2 Termination by T-Mobile for Convenience. T-Mobile may terminate this Agreement, the Services performed at any Site or any one or more Statements of Work hereunder for convenience by giving at least ninety (90) days’ prior written notice to the Provider. However, unless otherwi provided under this Agreement, T-Mobile will not exerci its ter
mination for convenience rights for the Agreement during the first year following the Effective Date.亨利三世
Termination for convenience would em to be a euphemism for termination for any reason at all. I suspect that the phra has come into u simply becau it sounds less threatening than termination for any reason and rolls off the tongue more readily.种花作文
翠髻You can e this in the way some drafters u it as a catchy ction heading but lay out the harsh reality in the body of the ction:
SECTION 7.01. Termination for Convenience. Either party may terminate this Agreement, for any reason or for no reason, upon not less than 45 days prior written notice to the other party delivered in accordance with Section 11.01 stating such party’s intention to terminate this Agreement.
I’m against anything that muddies the meaning of contract language. Acme might want to terminate its agreement with Widgetco for any number of reasons. Maybe it found it could
未来教育家
get better terms elwhere. Maybe it decided to stop lling widgets. Maybe it became embroiled in litigation with Widgetco. “Convenience” ems a pallid word to capture all tho possible reasons.
And more to the point, an imaginative (or desperate) litigator might argue that Acme could terminate for convenience only if its agreement with Widgetco impod some sort of burden, and that the prospect of a better deal elwhere wasn’t a sufficient reason.
So I don’t think I’ll be using termination for convenience. For what it’s worth, my highly unscientific survey of contracts filed on EDGAR in the past month suggests that contracts containing termination [or terminate] for any reason outnumber by twenty to one tho that contain termination [or terminate] for convenience.心的笔顺
Alternative Language
If termination for convenience isn’t your cup of tea, what should you u instead? Here’s the full range of language you could u:
英语口语介绍自己
Acme may terminate this agreement [at any time] [for any reason] [or for no reason] by giving the Vendor at least 30 days’ prior notice.
What about the first two bracketed elements? If you say that Acme may terminate at any time, that carries with it the implication that Acme may terminate for any reason. If you say that Acme may terminate for any reason, that carries with it the implication that Acme may terminate at any time. Is the implication strong enough that you can u one of the two elements and not the other? What about dispensing with both of them?
My vote goes to keeping for any reason, as that’s the most important concept. I think the associated implication that Acme may terminate whenever it wants is sufficiently strong to allow one to dispen with at any time. And I wouldn’t want to dispen with both elements, even though I could happily make the argument that if a provision doesn’t impo any limitations on reasons for termination, I wouldn’t need any reason. Three extra words is a small price to pay for being categorical.
But if you’re drafting an agreement that provides for termination for cau (a topic worth a
post unto itlf), instead of termination for any reason you could u termination without cau, in the interest of symmetry.
The one element I wouldn’t have any qualms about eliminating is or for no reason. Business act rationally or irrationally, prudently or imprudently, competently or incompetently. What they don’t do is act entirely at random.)
But what about a ction heading? “Termination for Any Reason” does em a little in-your-face. Here’s my suggestion—cue trumpet fanfare—”Unrestricted Termination.”
So to sum up, here’s what I’d u:
Unrestricted Termination. Acme may terminate this agreement for any reason by giving the Vendor at least 30 days’ prior notice.
地板的英语Hey, what about the word prior? For more on that, e this June 2006 post. And while I’m at it, don’t forget at least.
