Termination of the contract by agreement of the parties: rules and sample preparation. Sample agreement of the parties to terminate the employment contract Additional agreement to terminate the service contract

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New sample 2019

Termination agreement

______________________________________

(indicate the name of the contract, date of conclusion, number)

Moscow "___" _________ 201__

Hereinafter referred to as "Customer" ¹, represented by __________________________, acting on the basis of

_____________________________________________________________________________,

(a document is indicated authorizing the person to conclude this Agreement, for example: charter, power of attorney dated __________ No. ____) on the one hand, and ____________________________________________________________,

(the full organizational and legal form of the legal entity and the name of the legal entity corresponding to its charter are indicated)

hereinafter referred to as the "Contractor", represented by __________________________________,

(position, full name - in full)

acting on the basis ____________________________________________________,

(a document is indicated authorizing the person to conclude this Agreement, for example: charter / power of attorney from "__" _______ No. ___, etc.)

on the other hand, hereinafter referred to as the "Parties", have entered into this Agreement on termination of the contract _________________ dated ______ No. ______ (hereinafter -

(the name of the contract is indicated)

Agreement) as follows:

The parties agreed:

1. Terminate the Agreement __________ dated ___ No. ______ (hereinafter referred to as the Agreement) since _____201_

1. (the name of the contract is indicated)

1. The property was transferred to the Customer in accordance with the acceptance certificate dated ________ 201_ *
2. The Parties, in accordance with clause ___ of the Agreement, verified payments as of _________. 201__. The Parties have no claims for payment to each other. *
3. Mutual obligations of the Parties under the Agreement are considered terminated from the date of signing this Agreement. The Parties do not have any claims under the Agreement or in connection with the termination of the Agreement.
4. This Agreement comes into force from the date of its signing by the Parties and is an integral part of the Agreement.
5. This Agreement is made in two copies with equal legal force, one for each of the Parties.

* Clauses are included in the terms of the agreement for the lease.

¹The names of the parties in the Agreement must correspond to the names of the parties to the Agreement.

An agreement concluded by two (or more) parties can be terminated if the losses of at least one of the parties actually or potentially exceed the expected profit, and the risks that were taken into account (or assumed) when concluding a multilateral agreement have significantly increased and went beyond reasonable.

If proposals for amendments to the basic contract cannot be considered optimal, if changes cannot be agreed in principle, then it is advisable and legally justified to conclude an agreement on termination of the contract by agreement of the parties.

ФЗ №44 2013/05/04 edition 2016/03/07

The freedom of contract is fixed by the Civil Code (Art.,) And can be limited by an assumed obligation or special legislative acts.

The freedom of the contract implies not only the exclusion of coercion when concluding it, the legitimacy of the choice of the form (CC Article 434), partners, the designation of guarantees (CC Chapter 23), but also the admissibility of making changes up to the termination of its validity.

Termination of the contract should not be confused with the refusal of contractual obligations unilaterally (Civil Code Article 450.1,). They are different in their essence, consequences, method of implementation. Cancellation of a contract is the same transaction as a contract, and therefore is carried out upon reaching a mutual agreement, which is confirmed by the adoption and signing of the corresponding agreement.

A unilateral refusal cannot be a transaction (the obvious absence of a second party), and therefore it is realized only through the court in certain specified cases and if there are grounds (Federal Law No. 44, Article 95, clauses 8, 9, 15). These grounds must be formulated and specified in the body of the main contract.

The veto on the reclaim of partially fulfilled obligations under the contract (Civil Code of Article 453, clause 4) can be circumvented by making claims of unjust enrichment (Civil Code of Art. 1102,).

The demand by the other party to repay the debt formed at the time of the refusal of the counterparty's obligations is considered quite reasonable (Letters of the Presidium of the Supreme Arbitration Court No. 104 2005/21/12 paragraph 1 and No. 147 2011/13/09 paragraph 7).

Termination (change) of the current contract is the consent of the parties, which is reflected in a written agreement, the formation of which goes through the same stages as the original agreement (Civil Code of Art. Clause 2, clause 1):

• offer;
• acceptance;
• agreement / contract / agreement.

The appeal to the court should be preceded by a failed attempt to settle the case out of court (refusal or silence of the partner in the deal).

It should be borne in mind that the possibility of terminating the contract on the initiative of one partner with the explicit disagreement of the other does not mean that the court must accept an endorsement opinion. The announcement of the suspension of the performance of duties is inherently null and void without a court decision and does not automatically terminate the contract.

The contractually fixed rights and obligations of the parties to the transaction can only be canceled by a 2-sided agreement or a court order (Civil Code, Chapter 29).

The moment of stopping the contract is considered, respectively, the moment of signing the agreement on termination of the contract or the entry into force of the court document.

Grounds for termination

Resolution of the Plenum of the Supreme Arbitration Court No. 16 2014/14/03

The justification for refusing to cooperate and termination of the existing agreement can be detailed in the body of the agreement. This will simplify further actions in the event of a dispute.

The Civil Code, with its inherent dispositiveness, calls the following grounds objective:

• serious violations of contractual principles;
• cardinal change of certain circumstances not stipulated by the contract, which cannot be overcome or changed;
• other.

The law recognizes as a particularly serious reason for terminating the agreement such a state of affairs when the size of the claimant's damage takes (threatens to take) exaggerated sizes: in fact, he not only loses what he hoped to acquire, but also suffers (expects) losses.

It would be quite logical to include claims for unmotivated non-fulfillment of contractual obligations, onerous (and even enslaving) conditions, disproportionate responsibility and a clear violation of the balance of interests.

Proof of the materiality of the breach of contract and infringement of interests is the responsibility of the plaintiff. In case of obvious ambiguity of the contractual terms, the court usually interprets them in favor of the one who is more experienced and professional in this area (Resolution of the Plenum of the Supreme Arbitration Court No. 16, clause 11).

Termination rules

How to execute the termination of the contract by agreement of the parties? An agreement concluded in writing is amended or terminated in a similar form.

It is assumed that the issue can be settled amicably, out of court.

To do this, the initiating party sends a notification of the desire to terminate the contract or a proposal to amend it.

The request for amendment / termination must be justified and contain an evidentiary base with the calculation, if the need comes from the text of the document. Waiting for a response is limited to 30 days by default or is stipulated in a letter (Article 452). In case of refusal or disregard of the letter, the settlement of the situation can be transferred to the courtroom.

An appeal to the court, bypassing the option of an amicable settlement of the situation, leads to a refusal: the court does not even consider such cases (Letter of the Presidium of the Supreme Arbitration Court No. 66 2002/11/02 p. 5; Resolution of the Plenums of the Supreme Court and the Supreme Arbitration Court No. 6/8 1996/01/07 p .60; Resolution of the FAS ZSO case No. A70-5156 / 2013 2014/18/02).

A termination agreement is classified as a mutual agreement in both cases:

• when resolving the issue at the stage of pre-trial settlement;
• if it is necessary to draw up such an agreement in pursuance of a court decision.

The termination agreement is the same agreement (agreement of agreement) as the basic cooperation agreement. Therefore, it is performed according to the same rules (chapter 28).

All papers (initial contract, offer / notification (offer), acceptance, termination agreement) must be executed in one form (written or electronic).

It is advisable to provide for and prescribe the method and conditions for terminating the contract when concluding the transaction, which is the most reasonable option for document execution.

Early termination of the contract by agreement of the two parties

Most often, lease agreements are terminated ahead of schedule - this is probably where the intended obligations are violated by one or both parties to the transaction.

Premature termination of the contract is possible if:

• the parties will come to a consensus through negotiations;
• this clause has been included in the text of the agreement.

If the decision to cancel the contract is due to circumstances and is not subject to settlement, then the case goes to court.

The procedure and rules for terminating the contract are no different from the standard ones. The termination of the contract is considered completed with the signing of an agreement to terminate the contract by mutual agreement.

Consequences of termination

Legally, any agreement can be formalized, changed or terminated subject to the consent of both parties. There are several ways to officially terminate the document, so it is recommended to first figure out how the termination of the agreement takes place by agreement of the parties.

Benefits of Mutual Termination

It is legally permissible to terminate the contract by mutual agreement at any time. The situation is a certain transaction that allows you to reach an agreement on the termination of obligations and rights that arose earlier during the execution of the agreement. There are also no specific restrictions associated with the base. Termination procedures are often pre-defined in the contract. Termination of the document by consent reduces the risks of litigation. When making such a decision, participants must draw up a paper confirming this fact.

Termination of the agreement

Among the advantages of termination by consent are:

• The issue is resolved quickly. It is not required to involve third parties.
• You can discuss and accept the terms of termination, which will be beneficial to all participants.
• Any party can initiate termination of the agreement.
• There are many reasons for doing this.

Before terminating a contract, individuals need to study the implications of such a process. This will allow you to make the right decision and avoid mistakes.

Grounds and reasons

There are many reasons for terminating an agreement. They often don't matter much. Exceptions are cases involving major changes in the circumstances that previously developed during the execution of the contract. In these situations, certain rules apply. A significant change in circumstances is a special ground, which is provided for by the Civil Code of the Russian Federation.

Important! Article 451 of the Civil Code allows the adoption of an option to exclude this ground from consideration, subject to the consent of the parties to this.

Drafting a termination agreement

A significant change is that that could lead to the impossibility of concluding an agreement or registration on radically different conditions, if its participants had foreseen such a condition in advance. In this case, in practice, they usually revise the contract and change it in accordance with the amended terms. But the parties can also dissolve the paper. Completion of the document or its change is possible with the consent of the parties. Otherwise, you will have to go to court to resolve the issue.

Among the reasons why the agreement can be terminated, there are:

• Loss of interest in the deal. The reluctance of the participants to continue their obligations and rights under the contract.
• The contract has reached its goal before the established period of its validity.
• It is impossible to fulfill obligations, the other party waives its own rights under the transaction.
• It is impossible to accept the fulfillment of obligations. The second participant is ready to enter the position.
• One participant violated the terms of the agreement, and the other party is ready to accept this and complete the document.

Normative legal regulation (article 450 of the Civil Code of the Russian Federation)

When one of the parties fails to fulfill its obligations under the contract, litigation is usually initiated. This is due to the need to pay compensation to another participant, even if this is not spelled out in the document. The termination procedure is regulated by the Civil Code. Section 450 details the grounds for termination or modification of the paper. In accordance with the Civil Code, the document is considered terminated from the moment of the conclusion of an agreement on this.

Procedure and rules for concluding an agreement on termination

First, the participants verbally discuss the conditions under which the termination procedure will be carried out. Then you need to document everything on paper in the same form as the concluded transaction. When drawing up the document, it is necessary to understand that the termination actually occurs. You cannot draw up a document to terminate the agreement in the future.

Example of a proposal to terminate an employment contract

Sending an offer to the other party

Any participant in the transaction can become the initiator. To do this, you need to send a typical notification to the second party. The following data is prescribed in it:

• information about counterparties;
• data about the contract, including the number and date of drawing up;
• for what purpose the notification was sent;
• reasons for the need for termination;
• signature.

There is no specific deadline for the notification. It is only important to keep a reasonable time frame. Then it is required to resolve controversial issues that may arise. When all the nuances are settled, you can begin the process of completing the contract.

Design and sample

1. The persons involved in this process are listed.
2. Information about the contract is indicated: number, name and date of conclusion.
3. The date of termination is indicated.
4. It describes the extent to which the terms of the agreement have been implemented.
5. The required number of copies of paper and the details of the participants are indicated.

Then the signatures of the persons and the seal are put. When the termination is formalized, it will legally be considered that all conditions and obligations have been met.

Sample agreement

Placing information in the EIS

When the deal has been concluded and all the nuances have been settled, one of the parties, determined in advance, must send information about the accomplished fact to the Unified Information System. This does not apply to cases where the data contains state secrets.

Important! You should not delay with this process. According to the law, it is necessary to send a notification with data to the EIS within 24 hours after the formalized date of the conclusion of the document on the termination of relations. Then a week is given to post a report that the contract has been fully executed.

The right to compensation for losses upon termination of the contract by agreement of the parties

The Civil Code allows one of the partners to demand compensation for losses incurred upon termination of the contract. This right can be exercised in the event of a material breach of the contract by the second participant, even if the transaction is supposed to be completed by mutual agreement. To recover losses, you must rely on the following factors:

• the significant nature of the violations that occurred;
• the presence of the counterparty's fault;
• the recorded fact of incurred losses;
• the presence of a cause and effect connection between the violation and the losses incurred.

Reaching an agreement

If everything happens by mutual agreement, it is necessary to immediately stipulate such nuances. This will avoid litigation or complication in the future.

Legal consequences of termination of the contract by agreement of the parties

Such decisions can entail legal consequences, therefore, before the formal termination, you should carefully study this issue. If the document is not concluded in writing, this will entail negative moments for all participants. The lack of a peaceful settlement of disputes will result in legal proceedings. Then you will have to conclude everything in higher authorities.

It is important to do everything correctly, observing the deadlines for sending information to the EIS. This will avoid negative consequences and litigation. If all the requirements are fulfilled, such a procedure will have a positive outcome for all parties to the contract.

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If one of the parties to a previously concluded contract comes to the conclusion that further cooperation is inexpedient, then it can offer its counterparty to sign an agreement to terminate the contract. Such a step will allow early revocation of the original document. Moreover, this will be done with the mutual consent of both parties to the agreement.

The essence of the problem

Any agreement concluded between the parties can be changed or terminated for one reason or another. An entire Chapter 29 is devoted to this circumstance in the Civil Code of Russia. It discusses in detail all cases in which counterparties can make such decisions.

To begin with, it is worth noting that Russian civil law is based on the principle of prohibiting the termination of contractual obligations unilaterally. This action can be performed in only two ways:

1. By agreement of the parties. This option follows from the principle of freedom to conclude any contract.
2. At the request of one of the parties. Sometimes this leads to the termination of the agreement on the basis of the adopted court decision. This is how the problem is solved if the violation committed by one of the counterparties is considered significant or such actions are directly provided for by law.
3. Unilaterally on the basis of the law or the contract itself (clause 3 of article 450 of the Civil Code of the Russian Federation).

In most cases, the parties seek to agree among themselves, and for this they need to draw up an agreement to terminate the contract. Having full legal force, this document will make it possible to terminate those civil law relations between them, which were provided for by the main agreement concluded earlier.

Registration rules

In the Civil Code, there is a single mechanism by which the parties can, by mutual agreement, free themselves from the fulfillment of previously assumed contractual obligations. It is based on a mechanism for sending and receiving two documents: an offer and an acceptance. The first of them is drawn up in the form of a proposal to terminate cooperation. It can be drafted in the form of a statement or notice. The text of the offer contains a clear justification of the reasons why one of the parties is unwilling or unable to fulfill its earlier obligations. The reason for this may be unforeseen circumstances or dissatisfaction with the actions of the counterparty. The notification must be sent by mail to the actual or legal address of the partner specified in the contract.

The second party must respond to the received application within 30 days. If she agrees, she signs the offer and sends it to the opposing party to draw up an agreement. The second document (acceptance) will be an addendum that completely cancels the effect of the previously concluded agreement. The terms and other circumstances of the parties are stipulated in the agreement.

Legal implications

From the very moment, as the agreement on termination of the contract is signed, all obligations that the parties previously assumed are considered fulfilled. If desired, you can also provide for a different date for the termination of the relationship. To do this, it must be clearly indicated in the text of the agreement.

In addition, after termination of the original contract, conditions continue to apply that help:

• to document all unresolved aspects of the transaction (letters of guarantee and other appeals);
• settle the relationship between the parties (for example, return the equipment or premises that are the subject of the lease).

It should also be taken into account that the fact of termination of the transaction does not immediately relieve the parties from fulfilling their obligations. For example, a supplier delivered a consignment of goods after the partners signed an agreement to end their civil relations. If the agreement on this receipt was concluded long before the parties came to such a decision, then the counterparty is simply obliged to settle for the delivered goods. In addition, none of the parties on the basis of paragraph 4 of Art. 453 of the Civil Code of the Russian Federation cannot demand the return of what was done before the entry into force of the signed agreement.

Terms and subject of agreement

For the conclusion of any contract or agreement, the parties to the law, as a rule, must first agree on its terms and subject. To terminate civil law relations, you must act in the same way.

Since, by its nature, such an agreement is an ordinary contract, first you need to determine its essential terms. This is necessary to confirm the validity of the document and achieve the desired legal consequences in the future, which are its legal purpose. The essential criterion of this agreement and its species-forming feature is a clear focus on the termination of existing contractual relations. Hence, it is clear that the condition for the dissolution of the fact of cooperation is necessary for such a document.

In addition, it must be remembered that the agreement on termination of the contract is drawn up at a time when the parties have not yet fully fulfilled their obligations. Therefore, essential for such an agreement will be the conditions that determine the consequences to which this action is directed. The subject of such an agreement will be the very fact of termination of the contractual relationship between the parties.

Rules for drawing up a document

In order to correctly draw up such a document, it is necessary to take into account all the requirements for the process of canceling any relationship of mutual cooperation. This is the only way to avoid possible mistakes and misunderstandings. An example of a termination agreement can be viewed as an example where both parties act by mutual agreement.

First, it must be remembered that such a document is drawn up after receiving a response to a previously sent notification. At this point, all ways of resolving possible claims must also be discussed. Secondly, you need to understand that the structure of the new agreement is very similar to the previously concluded agreement, since it contains the same basic clauses and provisions. Such a document must contain the following necessary information:

1. Name, place and date of compilation.
2. Preamble, in which it is desirable to name the parties as in the main agreement. Its number and date are also indicated here, that is, the fact of identification is made.
3. Next comes the main part, in which you will need to reflect all the most important points. The first step is to determine the date of termination of the previously concluded agreement. It is she who will be considered the moment of entry into force of this document. If by this time the terms of the contract have already been fulfilled, then it can be noted that the parties do not have any claims against each other. It is also necessary to stipulate the possibility of returning what has already been fulfilled or not delivered at the moment.
4. The number of copies of the drawn up agreement is indicated, and it is also noted who will have them.
5. The final point is the addresses and details of the parties.
6. The signatures of each party to the agreement are mutually certified with seals.

If necessary, additions may be attached to such a document. For example, upon termination of the lease agreement, it is also required to draw up an acceptance certificate. Taking into account the fact that at the legislative level there are no mandatory conditions for drawing up such an agreement, the parties can prescribe in it any moments that express their mutual intentions.

Mandatory addition

Any transaction can be officially terminated only if there is a properly executed main contract. Consequently, such an agreement between the parties will be an integral part of it. Hence, it would be logical to refer to this document as an additional agreement on termination of the contract.

This emphasizes its accessory character to the underlying contractual obligation. Therefore, the existence of the original contract is a prerequisite for the implementation of this transaction. Otherwise, such an agreement cannot be considered. It will be completely pointless, since, in fact, there is nothing to dissolve in the end.

In principle, there are no special requirements for the design of such a document. It can be written, printed or electronic. The main thing is that the format of such an agreement should be similar to the main agreement. Moreover, there should be no ambiguity in it. All conditions in it must be stipulated clearly, clearly and understandably.

In the text, it should be noted separately that the established new conditions completely cancel the previous ones noted in the main contract, and make them invalid. It is also necessary to take into account the fact that if the original agreement was at one time subjected to state registration, then the agreement will have to go through the same procedure.