Also known as:rights of termination · termination right · termination rights · right to terminate
Written by attorneys · grounded in primary & secondary sources — see below
A contractual remedy that permits one party to end the relationship when the other party breaches a duty arising under the contract. In leases the tenant must vacate the premises, follow any lease-specified termination method, and take reasonable steps to inform the landlord of the decision and its basis.
Sources & Authorities
How it applies
Common Examples
6
Tenant Vacates After Mold Discovery
Rajesh Rao leased a training facility from Ridgeway Partners. When mold appeared in the locker rooms, Rao removed all equipment and vacated the premises mid-season. Rao then telephoned the landlord's office and followed with an email stating the decision and the health reason, satisfying the requirements for exercising the right of termination.
Board Terminates Merger Agreement
Radiance Media's board approved a merger but later learned the buyer could not secure financing. The board exercised its contractual right of termination before the financing deadline passed, ending the agreement without liability and freeing the company to pursue other transactions.
Select any source to read its text and confirm it supports the definition.
Cases
Uniform Acts
Restatements
Dictionaries
Smith v. Van GorkomDel. Supr., 488 A.2d 858, 872 (1985)
Buyer Terminates Supply Contract
Apex Electronics contracted with Zenith Components for parts. When Zenith failed to deliver conforming goods by the deadline, Apex exercised its contractual right of termination, notified Zenith in writing, and arranged alternative suppliers without incurring further liability.
Planned Parenthood of Southeastern Pennsylvania v. Casey505 U.S. 833, 112 S. Ct. 2791, 120 L. Ed. 2d 674 (1992)
Bidder Ends Tender Offer
Redline Automotive launched a tender offer for a competitor but reserved the right to terminate if certain conditions occurred. When regulatory approval failed, Redline exercised the right of termination, withdrew the offer, and returned all tendered shares.
Schreiber v. Burlington Northern, Inc.472 U.S. 1
Distributor Terminates Franchise Deal
Metro Distributors entered a franchise agreement with a manufacturer. After the manufacturer breached quality standards, Metro exercised its right of termination, ceased orders, and notified the manufacturer per contract terms to avoid ongoing obligations.
Dobbs v. Jackson Women’s Health Organization142 S. Ct. 2228 (2022)
School Terminates Employee Contract
Rosalind Reed worked as a teacher under a contract that included a right of termination for cause. When the school board discovered performance deficiencies, it exercised that right, provided the required hearing, and ended the employment relationship after the hearing.
Cleveland Board of Education v. Loudermill470 U.S. 532, 541 (1985)
Common questions
Frequently Asked
4
What steps must a tenant take to exercise a right of termination under a lease?+
The tenant must vacate the property while the right exists, comply with any lease provisions on the method of termination, and take reasonable steps to notify the landlord of the decision and reason if the lease is silent on notice.
How does a right of termination differ from rescission?+
A right of termination ends contractual relations when the other party breaches a duty arising under the contract itself, whereas rescission arises from a breach of a duty independent of the contract.
Does a right of termination in a security agreement allow the secured party to end the underlying obligation?+
The creation or enforcement of a security interest may trigger a right of termination under the account, chattel paper, or promissory note, but the right is governed by the terms of that underlying obligation.
Can a lease terminable only at the will of one party create a landlord-tenant relationship?+
Such a lease is treated as a determinable estate for years or periodic tenancy rather than a true tenancy at will and is analyzed under the rules for those estates.
410 U.S. 113 (1973)Constitutional Law
…disfavor than under most American statutes currently in effect. Phrasing it another way, a woman enjoyed a substantially broader right to terminate a pregnancy than she does in most States today. At least with respect to the early stage of pregnancy, and very possibly without such a limitation, the opportunity to make this choice was…