Drafting and Enforcing Termination Clauses in Commercial Contracts

Maximizing Recovery or Minimizing Loss When Contracts End Due to Breach, Insolvency, Milestone Failure, Expiration or Other Reason

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, April 26, 2016

Recorded event now available

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Program Materials

This CLE webinar will provide guidance to business counsel on drafting and enforcing the termination provision in commercial contracts. The panel will discuss common termination triggers, including material breach of contract, insolvency, milestone failure, contract expiration or convenience; strategies to maximize recovery rights or minimize losses when a contract is terminated; and limitations and enforcement challenges with the termination clause.

Description

Commercial contracts are terminated for a number of reasons, including material breach of contract, insolvency of a party, milestone failure, contract expiration or convenience. Because contract terminations can have significant legal and financial implications for both parties, counsel representing contracting parties should thoughtfully draft and negotiate the termination and related remedies provisions at the start of the relationship.

When termination of a commercial contract appears to be imminent, counsel should develop strategies to pursue or attack enforcement of the termination provision, take steps to ensure the termination is properly executed, identify the contractual rights and obligations that survive the termination of the contract or arise as a result of the termination, and devise a plan to obtain or limit post-termination remedies.

Listen as our authoritative panel explains best practices related to drafting and enforcing the termination provision in business contracts. The panel will discuss common contracting pitfalls, challenges with enforcement of the clause, and rights and obligations of each party following the termination of a commercial contract.

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Outline

  1. Drafting termination provisions that anticipate and address:
    1. Material breach of contract
    2. Insolvency/bankruptcy
    3. Failure to reach a contractual milestone
    4. Contract expiration
    5. Convenience
  2. Navigating the termination process
    1. Notice of termination
    2. Opportunity to cure default
    3. Contractual provisions, rights and obligations that survive termination
    4. Duties and obligations of parties that arise from termination
  3. Post-termination remedies—limitations and enforcement challenges

Benefits

The panel will review these and other key issues:

  • What are the most common reasons commercial contracts are terminated?
  • What best practices should counsel to contracting parties follow when drafting the termination provision?
  • What legal and practical challenges do counsel face when seeking to enforce or prevent enforcement of the termination provision—and how can they overcome them?
  • What rights and obligations survive the termination of a commercial contract? What obligations arise when a termination occurs?

Faculty

Conroy, Rebekah
Rebekah R. Conroy

Partner
Brown Moskowitz & Kallen

Ms. Conroy's practice is centered on complex business litigation, including products liability, RICO, contract and...  |  Read More

Timothy Murray
Timothy Murray

Partner
Murray Hogue & Lannis

Mr. Murray represents numerous businesses and individuals in all manner of contract transactional matters and...  |  Read More

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