Terminating a contract, whether a lease, letter of intent, purchase and sale agreement, or employment contract, represents a potentially frustrating milestone in the negotiation process. Regardless of your position or whether you are the party seeking to terminate, the usual laundry list of questions centers on 1) your rights and obligations post-termination, 2) your compliance with the proper termination procedures as noted in the underlying contract, 3) any ongoing duties and obligations owed after the termination, and 4) how to mitigate post-termination damages or collect post-termination damages, where relevant.

This series of articles are meant to guide you through the process and to prevent the worst of all realities: the deal that won’t die even after termination. Our ultimate goal is to create and draft language and suggest risk mitigation strategies that will effectively limit liability while preventing the same terminated deal from reappearing in the form of a lawsuit, counterparty claim, or other contentious negotiation, which each would have the effect of dedicating additional resources to a bad deal.

By focusing on clear language, ordinary business sensibilities, and our years of experience in representation, RR&A can provide you with a framework for structuring transactions and documents with sensible termination language that allows parties to move on to productive activities post-termination.