Dismissal by agreement of the parties: we part amicably. How to fill out an additional agreement on termination of the contract, a sample of which is recommended to keep at hand Agreement on termination of the communication agreement

- a kind of transaction, under the terms of which the parties agree to terminate the rights and obligations arising from the conclusion of the terminated agreement. 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 the grounds. They can be provided in advance by an agreement or law, or they can be absent altogether. The procedure for terminating the contract, as a rule, is negotiated 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 agreed. The only condition is to observe and not violate the provisions of the Civil Code of the Russian Federation.

Grounds for termination of the contract

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

A material change in circumstances- a special basis provided by the Civil Code for the 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 admits the existence of such an option in which this basis 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 to mean such a change, which, if the parties had foreseen it in advance, would lead 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 the revision of the contract and its bringing 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. Otherwise, both termination and change of 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 agreement, loss of interest in the transaction;
• achievement by the transaction of its objectives before the expiration of the contract;
• the impossibility of fulfilling obligations and the refusal of the second party from his rights under the contract;
• the impossibility of accepting the fulfillment of obligations and the willingness of the second party to enter the position;
• violation by a participant in the transaction of its terms, if other participants wish to go in this regard, to terminate it with the conduct of mutual settlements.

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

Often, the procedure for terminating an agreement is determined by such an agreement itself or by an additional agreement to it. Often, in this case, 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 the other party (or all others) an offer or notice of termination of the contract. In this case, 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 the corresponding agreement for signing.
3. An agreement is signed to terminate the contract.
4. The conditions and consequences of termination of the contract in accordance with the signed agreement are fulfilled, if any. Final settlements are made.

If the parties have not provided for their own procedure for terminating the contract or it is not possible 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 the second party a request for this, indicating the time frame for giving a response. If the term is not specified, it is 30 days. Refusal to terminate the contract or the lack of an answer within the prescribed period is a reason for going to court, where the issue of terminating the transaction on 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 (Civil Code of the Russian Federation) allows the possibility of terminating the contract by agreement, not all, but most of the participants in the transaction. This rule applies only to parties and transactions related to business activities. In addition, it is implemented if only spelled out in the terminated agreement or provided by law. When such a condition is included in the agreement, 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 the 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 settlements will be made, and what the party has to 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 about it.

What is important to consider:

• the reasons for the termination of the contractual relationship, especially if it is some kind of violation of the contract or the law (here the right to recover damages, penalties, etc. arises);
• continuing rights and obligations, as well as rights and obligations for the future - how they will end and where this will lead;
• 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 an act of acceptance of work, 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 documentary registration.

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

Commercial activity in our country began to develop relatively recently.

At first, our legislation was not at all tailored to defend the interests of business. However, time passed and, gradually, the legislation began to take into account the interests of the parties to commercial transactions.

Doing business doesn't always go smoothly. The conclusion by the parties to the transaction of a certain agreement sometimes does not lead to its execution. In different situations, it becomes necessary to terminate a previously concluded business agreement.

How to arrange all this?

One of the options for solving the problem is to draw up an agreement to terminate the contract.

This agreement is drawn up and signed by the parties who signed the original agreement (for example, a service agreement). Signing of the document by authorized representatives is allowed. These representatives must have documents that will confirm their legitimacy, usually these are powers of attorney.

Legal entities have the right to issue powers of attorney, both in simple written form and notarized, namely. Individuals must formalize the delegation of rights to sign an agreement only by issuing a notarized power of attorney. Sometimes, I call the termination agreement an additional agreement to the contract, which in its essence does not change the semantic load of the document.

Rules for drawing up the document in question

The agreement does not have any binding form and is drawn up by the interested parties in any form. However, in this document, the required details must be indicated, namely: the name of the parties signing the document, the calendar date and place of its preparation, the essence of the agreement itself, the number of copies to be drawn up, etc. The agreement may also indicate the bank details of the parties.

If the original contract is certified by a notary, then the agreement on its termination must also be certified by a notary. Additional agreements on transactions subject to mandatory state registration are also subject to registration with authorized state bodies.

Grounds for declaring an agreement invalid

In accordance with Russian law, this document may be declared invalid by a court. An invalid agreement does not entail consequences for the parties set forth in it.

An application for recognizing the agreement on termination as invalid is submitted to the court authorized to consider this dispute.

As a general rule, disputes arising from the entrepreneurial activities of the parties are considered by the appropriate arbitration court, while in the service agreement itself or in the signed agreement, the parties may indicate the jurisdiction that currently suits both parties (contractual jurisdiction).

Below is one of the typical examples of a termination agreement, which you can download absolutely free of charge.

Use our Internet resource to solve your problems. Order the preparation of the necessary document for an individual order in our company.

Agreement on termination of the service agreement

Open Joint Stock Company "Knowledge and Practice Ltd", in the agreement referred to as the "Customer", represented by the executive director Serpich Vlad Olekovich, acting on the basis of a power of attorney dated September 14, 2014, and

What a sample (form) of an agreement on termination of an agreement looks like, in what form an 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

Here you can download the forms:
termination agreements;
notifications (letters) of termination of the contract.

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

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

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

Termination of the contract can be made:

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

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

It is recommended to send this application to the legal and actual address of the counterparty organization. The proposal itself to terminate the contract can be expressed in this application, or a draft agreement on termination of the contract can be attached to the application.

In what form is the agreement on termination of the contract concluded by agreement of the parties?

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

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

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

If the contract is concluded orally (the law also allows this form), then we recommend that you express your will to terminate the contract in writing, despite the fact that the law allows otherwise.

When is the 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 agreement in an appropriate form is required. Usually this moment is associated with the signing of an agreement on termination as a single document by both parties to the agreement, 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 stipulate 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 termination of 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 the already 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 a court decision, the claim was rightfully dismissed.

Agreement on termination of the supply agreement 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, when jointly referred to hereinafter referred to as the "Parties", have entered into this agreement as follows:

1. Between the "Parties" there is 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 comes into force on the day it is signed by the "Parties".
4. This agreement is made in two original copies, one for each of the "Parties".

signature, m.

_____________________________________________________________/__________________/
signature, m.

OOO ________________________
PSRN _______________________
TIN ________________________

FROM WHOM:
OOO ________________________
PSRN _______________________
TIN ________________________
Address: ______________________

Notice of termination of the lease agreement No. ____________ dated _______________

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

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

The reason for the termination of the contract is __________________________________________ (what constitutes a significant violation of the terms of the contract or the rule of law or 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.

When an agreement can be concluded to terminate the contract

An agreement on termination of the contract by the parties is signed when they have reached a mutual agreement to terminate the existing business relationship. The reasons for this may be:

• Partners or one of them has lost interest in continuing cooperation. For example, contracts were concluded on more favorable terms with another supplier.
• Failure to comply with the obligations of one of the parties. In this case, there is mutual agreement, when the partners understand that the violation of the term for the provision of services makes their cooperation impossible, and reach a consensus without involving the judiciary.
• The onset of such circumstances when it makes no sense to continue cooperation. For example, termination of a building maintenance contract when it is demolished.

Of course, these are just a few examples of cases where the parties agree to terminate contracts. It is important to remember that termination is only possible under existing contracts, and not those that were terminated earlier on other grounds, for example, due performance.

The procedure for concluding an agreement on termination of the contract

When the events that we have already mentioned occur, one of the partners has the right to contact the counterparty with a proposal to terminate cooperation, the so-called offer. A letter about such an offer is drawn up in an arbitrary form, since it does not have a standard form. It is mandatory to send such a letter if in the future a person who is interested in terminating the contract is going to go to court. The fact is that, according to paragraph 2 of Article 452 of the Civil Code of the Russian Federation, in order to attract the judiciary, one of two conditions must be fulfilled without fail:

• receive a refusal for an offer to terminate the contract;
• not receive a response within the prescribed thirty-day period.

The proposal to terminate (amend) the agreement and the draft agreement must be sent to the legal address of the counterparty, which is contained in the extract from the Unified State Register of Legal Entities, or another address agreed by the parties. At the same time, the addressee risks not receiving such a message.

In order to sign an agreement to terminate the contract without the intervention of the judiciary, the acceptance of the offer by the counterparty is required. An acceptance can be:

• consent to terminate the relationship;
• signing the proposed draft agreement to terminate the contract;
• silence of the partner in cases stipulated by the contract or law.

Example of a termination agreement

As a rule, the agreement on termination (change) of the agreement is drawn up by the interested partner and signed in the number of copies, which is equal to the number of parties to the agreement. The current legislation did not provide for the form of an agreement to terminate the contract. However, in accordance with established legal practice, the document should contain the following elements:

• Name: Termination agreement
• place of compilation;
• date of signing;
• the name of the counterparties with the obligatory indication of the signatories and their powers;
• condition for termination of the contract;
• grounds for termination of the contract in cases where they are provided for by law or contract;
• the date of termination of the contract (can be worded like this: "terminated from the moment of signing");
• the consequences of termination, for example, a guarantee of one of the parties to pay for the services provided;
• signatures and details of the parties.

In some situations, other documents must be attached to the agreement. So, when the lease is terminated, it is necessary to return the property to the lessor according to the acceptance certificate. This act will form an integral part of the termination agreement.

Sample form of agreement on termination of the contract

Clause 1 of Article 452 of the Civil Code of the Russian Federation contains a requirement that the form of termination (amendment) of the contract must correspond to the form of its conclusion. Therefore, a document on termination of a transaction that has passed state registration or notarization should also be registered or certified at a notary office.

It is important to remember that this requirement cannot be applied to the cancellation agreement, since this is an independent transaction that terminates the obligation by a direct indication of the law, and not by an agreement on termination.

Failure to comply with the form of agreement on termination of the contract in some cases leads to its invalidity, in other cases - not concluding due to lack of evidence of the parties' wishes.

Sample agreement on termination of the contract

Sample agreement to amend the contract

Possible consequences of signing an agreement to terminate the contract

Civil law provides that, according to the general rule, termination of the contract leads to the termination of the obligations of the counterparties (paragraph 2 of Article 453 of the Civil Code of the Russian Federation). However, when signing an agreement to terminate the contract, you must remember about the possible occurrence of the following consequences:

• Losses may be recovered from the partner at fault. Thus, the courts recognized the right to recover real damage from the debtor, which was expressed in the difference between the actual cost of the work and the listed advance.
• Recovery of illegal enrichment, if more is transferred to the partner than received from him.
• Preservation of the terms of the contract, the nature of which provides for their application even after the termination of the contract itself. As an example, the preservation of the executor's warranty obligations under contractual jurisdiction or work performed can be.

Therefore, the termination of the relationship between the parties can be accomplished by signing an agreement on termination of the contract, containing all the details mentioned above. If such a termination instrument is used, partners need to ensure that the form of the agreement is strictly adhered to. You should also remember about the consequences that may well occur when signing such a document.

Peculiarities of the agreement on amendment of the contract

The agreement on changing a specific agreement has quite definite boundaries. In this case, it is allowed to change only the specific terms of the contract, but not the type (or type) of the contractual obligation. For example, if, under an exchange agreement, as a result of an agreement between the parties, the item that must be transferred instead of the property received by the counterparty changes, or the way of fulfilling this obligation (instead of shipment by rail, self-pickup is offered), then there is an agreement to amend the contract. If the parties provide for the obligation of the counterparty who received the property to pay a certain monetary equivalent for it, then a transition to another type of obligation - purchase and sale, is already being carried out, which is an agreement to renew the obligation arising from the exchange agreement (Article 414 of the Civil Code).

Legislation or a specific agreement in relation to certain types of contracts may provide for both the fundamental impossibility of terminating or changing the contract, and special grounds, consequences and procedure for changing or terminating the contract. As examples of such norms, one can cite the provision of the Civil Code on the inadmissibility of amending the terms of the state loan agreement (paragraph 4 of Article 817). Under the contract for the sale of enterprises, the rules established by the Civil Code on termination or amendment of the contract of sale and purchase, which provide for the return or collection in kind of everything received under the contract from one or both parties, are applied if such consequences do not violate the rights and legally protected interests of creditors both parties, other persons and do not conflict with the public interest.

A special case of changing contracts by agreement of the parties is an amicable agreement, which is concluded between the debtor (arbitration manager) and his creditors in the event of the debtor's insolvency (bankruptcy). In accordance with the Federal Law "On Insolvency (Bankruptcy)", the decision to conclude an amicable agreement on behalf of the bankruptcy creditors is taken by the meeting of creditors by a majority of their votes. The settlement agreement comes into legal force from the moment of its approval by the arbitration court. It may contain conditions:

• on the installment plan or on the postponement of the fulfillment of the debtor's obligations;
• on the assignment of the rights of claim of the debtor;
• on the performance of the debtor's obligations by third parties;
• debt discount;
• on the exchange of claims for shares;
• on the satisfaction of creditors' claims in other ways that do not contradict the current legislation.

In accordance with the general rule, it is impossible to terminate the settlement agreement, which is approved by the arbitration court, by the agreement between the debtor and individual creditors.

Termination of the transaction as a result of the fact that an additional agreement has been signed to amend the agreement, to terminate the agreement, cannot cancel the obligations that, in terms of content and nature, must be fulfilled after its completion - for example, warranty obligations in relation to the part of the work performed.

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 reclaiming 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 contractual 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 facilitate further action 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