Termination of the contract by agreement of the parties: grounds, terms, procedure. Agreement to terminate the contract, to amend the contract An example of an additional agreement to terminate the contract

Sample termination agreement

The mutual consent of the parties as a document must be drawn up in writing and in copies that are multiples of the number of parties (usually 2 pieces). After signing, one of them remains with the customer, the second - with the supplier. Both such agreements are completely identical for each of the parties and have equal legal effect.

At the legislative level, there are no mandatory requirements for such documents, but in practice, some rules have nevertheless been developed.

The agreement states:

• contact information for both parties;
• the fact of a mutual agreement with reference to specific legislative acts (Article 450 of the Civil Code of the Russian Federation and 44-FZ);
• the volume of obligations of each of the parties that were actually fulfilled, as well as their monetary equivalent;
• the remaining amount within the framework of obligations that have been fulfilled;
• the period during which it is necessary to return the funds that were previously paid as an advance payment (ensuring compliance with the terms of the state contract);
• an indication of the fact that the parties do not have any claims against each other;
• details of each of the participants in legal relations on the state contact, signatures of representatives.

ATTENTION! View the completed sample agreement on termination of the contract by agreement of the parties under 44-FZ:

In what form is an agreement to terminate a document drawn up?

Particular attention should be paid to clause 1.Art. 452 of the Civil Code of the Russian Federation. This rule tells us that the consent of the parties to terminate the contract must be signed in the same form as the contract itself.

This means that if there was, for example, state registration or notarization of the transaction, then with the consent to terminate, the same actions must be performed.

The exception is cases of signing a compensation agreement. In such a situation, the above rule does not apply, since the execution of a compensation is an independent transaction, the consequence of which is the termination of the relationship between the parties due to a certain requirement of the law, and not due to the opinion of the parties.

Remember! Violation of the rules regarding the form of voluntary consent of the parties to terminate the contract may entail a number of consequences:

• non-conclusion of an agreement on the basis that the voluntary consent of the parties is not fully proven ( ruling of the Moscow City Court under the number 4g-741/2016 dated February 2, 2016);
• invalidity of the document signed by the parties (resolution of the Arbitration Court of the Moscow District in case No. А41-82273/2015 dated September 21, 2016).

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Algorithm for the termination procedure

Step 1. Determine the reasons for termination

A directly listed list of reasons for the possible termination of the state contract is not provided.

But, again, the practice has developed the following grounds for terminating the relationship between the customer and the supplier:

• no need for further deliveries of goods or the provision of a specific type of service. For example, the supply of food for workers will decrease in volume due to staff reductions;
• force majeure - situations in which the supplier, regardless of his will, will not be able to fulfill the terms of the state contract (fire, flood, natural disaster, etc.).

It is also possible to sign an agreement to terminate the contract under 44-FZ if the supplier does not fulfill or poorly fulfills the terms of the contract. For example, violation of deadlines, product quality, etc.

Important! The refusal of the state customer from services unilaterally will lead to bringing the other party to responsibility (a fine, penalties, compensation for losses or lost profits, entering into the register of suppliers that violate the terms of cooperation), and with the mutual, voluntary consent of the parties, punishment can be avoided.

Step 2. Proper execution of the agreement on termination of the state contract

At this stage, it is necessary to draw up and sign a document stating that the parties mutually agree to terminate the relationship between themselves under a specific supply or service agreement.

It is also necessary to point out the fact that from the moment of signing such an agreement, the parties in relation to each other cease all rights and obligations.

Step 3. Collateral return

Under the state contract, as well as under any other contract, it is possible to make an advance payment. The termination of the relationship between the customer and the supplier leads to the return of the security under the contract (ie prepayment). Such rules are enshrined in paragraph 2 of Art. 453 of the Civil Code of the Russian Federation.

The refund period is specified in the agreement or in the contract itself. If the prepayment is not returned, the supplier's actions will be considered as illegal enrichment without any grounds (clause 1, article 1102 of the Civil Code of the Russian Federation).

Attention! An exception to the rule is a bank guarantee, it is not returned under any circumstances.

Step 4. Posting information about the termination of the contract in a special information data exchange system (EIS)

Within one working day from the date of signing the consent of the parties to terminate the contract, the parties are obliged to place information on the termination of legal relations in the Unified Information System. An exception is a contract, the content of which is a state secret.

Within the next working week, a report on the implementation of all clauses of the contract should be published on the same portal. This rule is enshrined in Decree of the Government of the Russian Federation under the number 1093 of November 28, 2013.

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The nuances of terminating the contract by agreement of the parties under 44-FZ

The law establishes a number of nuances regarding the procedure and conditions for concluding an agreement on the termination of legal relations between a customer and a supplier. For example, parts 9 and 10 of Article 94 of this regulatory legal act regulate the obligation of the ordering party to place on the Internet on the official website all information about the termination of the state contract in the form of a report.

Important! In the EIS, the customer must gradually publish all information on the progress of the execution of the contract, as well as on the work performed, services rendered or products delivered.

In most detail, such a report should include information on:

• during the execution of the contract, i.e. that the goods have been delivered or the service has been performed, as well as the requirements for meeting deadlines and compliance with the schedule;
• non-fulfillment or improper fulfillment of the terms of the state contract by the customer. With references to the clauses of the contract that were violated;
• responsibility of the customer for the committed violations;
• the facts of termination or amendment of the contract with the disclosure of the reasons for such actions.

Legislation

Part 8 of Article 95 44-FZ indicates the possibility of termination of the state contract by agreement of the parties. The termination of the relationship between the parties is also permissible due to the refusal to fulfill the terms of the contract by one of the parties, but only by virtue of the decision of the judge.

Part 1 of Article 160 of the Civil Code of the Russian Federation defines a transaction and says that it must be carried out by drawing up a document in writing, followed by its signature by the parties entering into legal relations.

At the same time, in cases provided for by law, it is allowed to use an electronic digital signature or its other facsimile reproduction. This rule is indicated to us by part 2 of article 160 of the Civil Code of the Russian Federation. As a result, we conclude that the use of an electronic digital signature is equivalent to a transaction in a simple written form.

As already mentioned, by virtue of Part 1 of Art. 452 of the Civil Code of the Russian Federation, agreement to terminate the contract must be carried out in the same form as the contract itself between the parties, unless, based on law or business custom, it is impossible to do otherwise.

Analyzing the above, we recall once again that the termination of the contract by the voluntary consent of the parties must be formalized in a simple written form.

What a sample (form) agreement on termination of the contract looks like, in what form the agreement on termination is concluded by agreement of the parties and what consequences it entails - we will talk about this in this article.

Sample agreement and notice of termination of the contract by agreement of the parties

You can download the forms here:
termination agreements;
notices (letters) on termination of the contract.

These samples (forms) can be used in relation to contracts:

• purchase and sale;
• supplies;
• rent;
• on the provision of services;
• loan agreements;
• other civil contracts.

Civil law is based, among other things, on the rule that unilateral termination of the contract is prohibited.

The contract can be terminated:

Like any other civil law agreement, an agreement to terminate the contract by agreement of the parties is concluded using the mechanism of sending and receiving an offer (offer to terminate) and acceptance (consent to termination).

An offer may be an independent statement (notification) of the party interested in terminating the contract.

This application is recommended to be sent to the legal and actual address of the counterparty organization. The offer to terminate the contract itself can be expressed in this application, or a draft agreement to terminate the contract can be attached to the application.

What is the form of the agreement on termination of the contract by agreement of the parties?

The law establishes that the form for concluding an agreement on termination of the contract by agreement of the parties must correspond to the form of the contract itself, unless otherwise follows from the law, the contract, or business customs.

This means that if the contract is in writing, then the termination agreement must also be in writing. If the contract is in notarial form, then the agreement must also be in notarial form.

State registration of the contract does not apply to issues of compliance with the form, therefore, if the contract is subject to state registration, then the agreement on termination of the contract is not subject to such registration as a general rule.

If the contract is concluded orally (the law also allows such a form), we recommend that you express your will to terminate the contract in writing, despite the statutory assumption to the contrary.

When is a contract considered terminated by agreement of the parties?

As a general rule, the contract will be terminated by agreement of the parties at the moment when the corresponding agreement is considered concluded. And for the conclusion of this agreement, a clearly expressed will of both parties to the contract in the proper form is necessary. Usually this point is associated with the signing of the termination agreement as a single document by both parties to the contract, but there may be options. In many cases, it is necessary to analyze the mechanism of offer and acceptance when concluding such an agreement.

The parties may provide by agreement the moment of termination of the contract and at other times, if this does not contradict the requirements of the law.

What are the consequences of terminating the contract by agreement of the parties?

The main consequence of this action is the termination of obligations between the parties. It should be borne in mind that such termination, as a general rule, does not entail the obligation to return what has already been performed, unless otherwise follows from the law or the contract.

Example: The parties entered into a lease agreement for non-residential premises for a period of one year. Seven months later, the tenant sent another proposal to terminate the contract. The parties signed an agreement to terminate the contract. The tenant went to court to recover the rent paid for seven months. By decision of the court, the claim was rightfully dismissed.

Agreement on termination of the supply contract No. ____ dated _______

Limited Liability Company _____________, OGRN ____________, TIN ______________ represented by __________________, acting on the basis of ________________ on the one hand, and

Limited Liability Company _____________, OGRN ____________, TIN ______________ represented by __________________, acting on the basis of ________________ on the other hand, collectively referred to hereinafter as the "Parties", have entered into this agreement as follows:

1. The "Parties" concluded a supply agreement No. ______ dated __________ (hereinafter referred to as the "Agreement").
2. By this agreement, the "Parties" have agreed to terminate the "Agreement".
3. This Agreement shall enter into force on the day of its signing by the "Parties".
4. This agreement is made in two original copies, one for each of the "Parties".

signature, m.p.

_____________________________________________________________/__________________/
signature, m.p.

LTD ________________________
OGRN _______________________
TIN ____________________________

FROM WHOM:
LTD ________________________
OGRN _______________________
TIN ____________________________
The address: ______________________

Notice of Termination of the Lease Agreement No. ____________ dated _______________

Between ____________ LLC and _______________ LLC concluded a lease agreement No. ______ dated __________.

By this notice, LLC _______________ represented by ____________________ notifies you of the termination of the supply agreement No. ___________ dated ________________.

The reason for termination of the contract is ________________________________________________ (what is a material breach of the terms of the contract or a rule of law or a clause of the contract that allows you to terminate the contract unilaterally).

FULL NAME.
Position
date
signature
seal

If you need legal advice from a lawyer or lawyer (including online) on the termination of the contract, please contact us in any convenient way.

- a kind of transaction, under the terms of which the parties agree on the termination of the rights and obligations arising as a result of the conclusion of the contract being terminated. The legislation proceeds from the right of the parties at any time to make and agree on such a decision. There are no restrictions on grounds. They may be provided for in advance by an agreement or law, or they may not exist at all. The procedure for terminating the contract, as a rule, is agreed in advance or agreed upon by the parties when deciding to terminate the contractual relationship. In any case, and in this regard, the parties to the transaction have the right to act as they agree. The only condition is to comply with and not violate the provisions of the Civil Code of the Russian Federation.

Grounds for termination of the contract

The reasons why the parties decide to terminate the contractual relationship can be very different. They do not play a significant role, with the exception of situations where the basis for terminating the contract is a significant change in the circumstances that prevailed at the conclusion of the transaction. There are special rules for this case.

Significant change in circumstances- a special basis provided by the Civil Code for consideration by the parties to the transaction of the possibility of changing or terminating the contract. True, Art. 451 of the Civil Code of the Russian Federation allows for the existence of such an option in which this ground may not be taken into account - if the parties agreed on this during the transaction or it is provided for by law.

A significant change in circumstances is understood as such a change which, if the parties had foreseen it in advance, would have led to the non-conclusion of the contract or its conclusion on completely different conditions. At the same time, the main approach in business practice in the changed conditions is to revise the contract and bring it in accordance with such conditions. But nothing prevents the parties from immediately considering the option of terminating the contract, if, however, this decision can be agreed upon. Otherwise, both termination and change in the terms of the transaction is possible, as a general rule, only in court. But it should be borne in mind that in this case, the priority is the termination of the contract, and its change through the court is considered an exceptional measure.

Other grounds for the termination of the contract agreed by the parties are the reasons inherent in business practice. Among them:

• unwillingness of the parties to continue the contract, loss of interest in the transaction;
• achievement by the transaction of its goals before the expiration of the contract;
• the impossibility of fulfilling obligations and the refusal of the second party from their rights under the contract;
• the impossibility of accepting the fulfillment of obligations and the readiness of the other party to enter into a position;
• violation by the participant of the transaction of its conditions, if other participants wish to go in connection with this, to terminate it with mutual settlements.

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The law (the Civil Code of the Russian Federation) regulates only one important condition for the procedure for terminating the contract by agreement of the parties - such an agreement is drawn up in the same way as the terminated contract was drawn up. This means that if the contract was in writing, then the agreement is drawn up in writing, notarial - in notarial form, etc. However, Art. 452 of the Civil Code of the Russian Federation defines the right of the parties to initially agree and change this condition. Another may be provided by law for transactions of a certain type or nature. In some cases, business practices are taken into account.

Often, the procedure for terminating a contract is determined by the contract itself or by an additional agreement to it. Often, not only the procedure is prescribed, but also the grounds for termination, as well as the timing and consequences.

In practice, as a rule, the agreed termination of the contract occurs according to the following scheme:

1. One of the parties sends to the other party (or all others) an offer or notice of termination of the contract. The reasons and motives are indicated, as well as the desired course of action and other conditions.
2. Within the period specified in the proposal, the parties agree on the termination of the contract and prepare an appropriate agreement for signing.
3. An agreement is signed to terminate the contract.
4. The conditions and consequences of terminating the contract in accordance with the signed agreement are fulfilled, if any. Final settlements are being made.

If the parties have not provided for their own procedure for terminating the contract or there is no way to comply with it, then the rules established by the Civil Code of the Russian Federation come into effect. In this case, the party that wishes to terminate the transaction sends a request to the other party to do so, indicating the deadline for giving a response. If the period is not specified, it is 30 days. Refusal to terminate the contract or lack of a response within the prescribed period is a reason for going to court, where the issue of terminating the transaction at the initiative of one of the parties will be decided.

For multilateral transactions, slightly different rules apply. The general procedure and requirements remain, but the law (the Civil Code of the Russian Federation) allows the possibility of terminating the contract by agreement not of all, but of the majority of the participants in the transaction. This rule applies only to parties and transactions related to business activities. In addition, it is implemented only if it is written in the contract to be terminated or provided for by law. When including such a condition in the contract, it is necessary to determine how many participants in the transaction must agree: all or a specific number of the majority.

Termination of the transaction by agreed termination of the contract does not mean the return of the parties to the situation “before the transaction”. It is always assumed that the final mutual settlements will be made, and what the party must do will be done. This should be taken into account both when declaring a desire to terminate the contract, and when responding to such an offer or demand. It is advisable to prescribe specific conditions for the completion of the transaction in the agreement on this.

What is important to consider:

• the reasons for the termination of contractual relations, especially if these are some violations of the contract or the law (here there is a right to recover damages, penalties, etc.);
• ongoing rights and obligations, as well as rights and obligations for the future - how they will end and what this will lead to;
• possible damage or loss upon termination of the contract;
• how to document the situation with the fulfillment of obligations and rights under the contract at the time of its termination (for example, draw up a work acceptance certificate, conduct a reconciliation);
• who and what remains due after the termination of the relationship, how this debt is planned to be repaid;
• who and how will control the process of mutual settlements and their documentation.

When preparing an agreement, it is important to take into account all the "slippery" moments. In addition, the agreement itself should be made clear, detailed, reflecting all the essential circumstances of the conclusion of the transaction and its termination. When preparing agreements, examples (samples) corresponding to specific types of transactions are often used. This is convenient and allows you to see landmarks when compiling a document. As a rule, the agreement is prepared and coordinated by lawyers - either invited or their own.

Counterparties have the right to terminate the transaction by mutual agreement, unless this is expressly prohibited by law or contract. In such cases, an agreement is signed to terminate the contract. What is included in the agreement and how to draw it up. Forms of agreements on termination of the contract can be downloaded in the appendix to the article.

An additional agreement on termination of the contract by agreement of the parties is concluded voluntarily

Agreement on termination of the contract is a document that confirms the termination of contractual relations between counterparties. The document is signed when both business partners decide to withdraw from the deal before the expiration of the main contract. Such termination of the transaction is the least conflicting way to refuse it. This is a manifestation of the free will of both parties, although the initiative to terminate comes from one of them.

The reasons why counterparties refuse to cooperate have no legal significance. The document can be signed even if one of the parties has violated obligations. However, this deprives the party, which voluntarily agreed to terminate the transaction, of the opportunity to subsequently demand through the court any additional compensation from the offender. How much one of the parties will pay the other and what other consequences of voluntary termination are stipulated in the document on termination of the contract. In addition, the main contract may contain a clause on the consequences of such termination. The participant in the transaction will be able to claim in court only such payments if the counterparty does not transfer the funds. But the penalty for a material breach of the terms of the transaction will not be recoverable.

Before signing an additional agreement to terminate the contract, make sure that this is not prohibited

Before concluding an additional agreement on termination of the contract, it is necessary to check if there are any prohibitions and restrictions that will invalidate the agreement (clause 1 of article 450). In some cases, the law expressly prohibits the refusal of a transaction in this way. For example, this is excluded for cases where the transaction was concluded in favor of a third party who does not agree with early termination (clause 2 of article 430 of the Civil Code of the Russian Federation). In addition, the main contract may contain a prohibition of voluntary termination. Under the principle of freedom of contract, the parties will be bound by the terms they have agreed to.

If there is a need to cancel the contract, in which voluntary termination is prohibited, first you need to amend this condition, remove the prohibition from the text. For this, a special supplementary agreement is drawn up. And only after the main contract is amended, the parties will have the right to sign an agreement to terminate the contract, taking into account the conditions that were introduced during the changes.

The form of the agreement to terminate the contract depends on the form of the main contract

The agreement on termination of the contract is concluded in the same form in which the main contract was concluded. As a rule, the agreement on termination of the contract by agreement of the parties has a simple written form. However, in accordance with paragraph 1 of Art. 452 of the Civil Code of the Russian Federation, a law or by-laws may prescribe a special form, or the terms of the contract will say in what form it should be terminated. For example, you may need to have the agreement notarized. Also, the choice of form is influenced by business customs.

It must be borne in mind that the acceptance of fulfillment heals the defects of the form. This is a general rule (clause 3, article 438 of the Civil Code of the Russian Federation). That is, if one party to the transaction offered to stop cooperating on certain conditions, and the other party did not sign the document, but began to take actions in accordance with the proposal, the court may recognize that the contract was terminated by mutual agreement.

You can sign an agreement to terminate the contract in part

In some cases, counterparties do not need to abandon the transaction as a whole, but they want to partially terminate the contract. In this case, they conclude an agreement to terminate the contract in part. The document lists exactly what obligations the parties will no longer fulfill, and what kind of mutual provision they will receive. In general, the execution of an agreement on partial termination of the contract is subject to the general rules.

An agreement on termination of the contract by agreement of the parties is prepared as a regular contract

Before concluding an additional agreement on termination of the contract, negotiations are carried out by agreement of the parties. This process is subject to the rules of pre-contractual liability (Article 434.1 of the Civil Code of the Russian Federation). During negotiations, the parties choose the terms on which to complete the deal. All conditions that suit counterparties must be recorded in writing, if necessary, send a protocol of disagreements. The preparation of the agreement is carried out according to the general rules of contractual work. Based on the agreements reached, the parties agree to terminate the contract.

The document on termination of the contract fixes the conditions for terminating the transaction

The agreement includes:

1. Condition of voluntary termination of the contract. Pay attention to the wording, it should unequivocally follow from it that the counterparties refuse to cooperate, and do not express their intention to do so in the future.
2. Data on the contract, the effect of which the parties want to terminate: the number of the document and the date of signing.
3. Conditions for compensation in favor of one or another party, for the return of what has been performed, etc. That is, all the conditions on which counterparties complete the transaction. If the agreement was decided to be signed due to the fact that the participant in the transaction violated its terms, this should be indicated. Otherwise, the other party will not be able to claim compensation for it. It is necessary to take into account the applicability of Art. 393.1 and Art. 524 of the Civil Code of the Russian Federation. The principle of equivalence of mutual grants should also be observed.
4. Termination information. This may be the date of the signing of the agreement or another day, which will be indicated specifically. If the date of termination of the transaction does not coincide with the date of signing the termination agreement, the parties will be obliged to comply with the terms of the agreement until the specified moment.

The agreement on termination of the contract is signed by authorized persons from both parties. You should check that these permissions are up to date. If a representative is acting on behalf of the counterparty by proxy, the power of attorney must state that he has the right to enter into and terminate transactions on behalf of the company. also check the expiration date of the power of attorney.

on termination of the contract (sample) is a document expressing the will of the parties to the transaction to terminate further relationships. What to remember when drawing up an agreement to terminate the contract (a sample of which can be downloaded on this page) and what are the consequences of signing this document, you will learn from our article.

Termination of the contract by agreement of the parties

The contract between the parties may be terminated by their mutual agreement. True, the legislator provides for a small reservation: unless otherwise provided by law or contract.

This clause may apply to the entire contract, or to a specific provision of the document.

It is the termination of the contract by mutual agreement that fully implements the principle underlying the Civil Code of the Russian Federation - the principle of freedom of contract.

The procedure for terminating the contract by mutual agreement of the parties begins with the fact that one of the parties makes a proposal to terminate the transaction. If the other party agrees, then they sign the corresponding document. If not, then the interested person has the right to apply to the court.

It is worth paying attention to the fact that the agreement of the parties to terminate the contract must be distinguished from the agreement on the provision of compensation. The main difference is the moment of termination of the obligation. In the compensation agreement, all legal relations are terminated from the moment the compensation is transferred, regardless of the time of signing the agreement. But when terminating the contract, it is the date of signing that is important (unless otherwise specified in the agreement).

Termination Agreement: Legal Consequences

The legislator imposes a minimum of requirements on the agreement on termination of the contract: the form of the document must correspond to the form of the contract, unless otherwise provided by law or business customs. This means that if the parties have entered into an agreement in writing, then the agreement must be signed in the same way.

As a rule, the agreement is an integral part of the contract, which is terminated and, accordingly, its more correct name in this case will be an additional agreement on termination of the contract.

Don't know your rights?

From the moment of signing the agreement on termination of the transaction, all obligations regarding the subject of the contract are considered fulfilled, unless the text of the document itself provides for a different date for the termination of legal relations between the parties.

However, we would like to draw your attention to the fact that after termination, the following conditions shall remain in effect:

• by their nature, they involve an action after the termination of the relationship under the transaction (for example, a guarantee obligation);
• regulate the relationship of the parties after the transaction is terminated (for example, the return of the subject of the lease agreement).

In addition, if one party has fulfilled its obligations (for example, delivered a consignment of goods), then, despite the fact of signing an agreement to terminate the contract, the counterparty is not relieved of the obligation to pay for the consignment.

Requirements for an agreement to terminate the contract (sample)

The termination agreement (a sample of which will be of interest to those who intend to terminate the contract) is a document that expresses the intentions of the parties to the transaction to terminate all relationships regarding a particular contract.

Of course, these recommendations are of a general nature. Depending on the complexity of the contractual relationship, the text of the agreement may be supplemented with additional conditions. The more specific you write everything down, the easier it will be to prove your case if an unscrupulous counterparty wants to go to court and recover any damage from you.

Additional documents may be attached to the agreement . For example, if the lease is terminated, the tenant must transfer the property to the other party. For this purpose, an act of acceptance and transfer can be drawn up, which will be an integral part of the agreement.

Thus, the agreement on termination of the contract is drawn up in writing, and it indicates all the circumstances that the parties consider it appropriate to write down in the document. Since the legislator does not establish mandatory conditions for the content of the agreement, the parties are limited only by their intentions.