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Autonomy of early termination In contractual matters, it is always open to one of the parties to unilaterally terminate a contract before the due date, in the event of a serious breach by the other party of its contractual obligations .
Understanding the concept of autonomy in early termination clauses:-
The solution has been accepted for a very long time by case law. But the contract may also provide, through an appropriate contractual clause, that a party may terminate the contract under the conditions provided for by the clause, independently, where applicable, of any fault committed by the co-contracting party.
In this section, we will explore the meaning and importance of autonomy in the context of early termination clauses. We will examine how these clauses operate independently and the implications they have on contractual agreements .
Legal Perspectives on Autonomy of Early Termination Clauses:-
This same clause will specify the regime of this “conventional termination” in its entirety (definition of the cases of early termination, respect of a notice period, compensation of the party “victim” of the termination, etc.). In this case, it is a contract for the provision of services with a view to carrying out an IT project. The contractual figure was original, since it provided for two conventional modes of termination, one without fault, the other with fault. The principal terminates the contract, but there is some doubt as to whether the right of unilateral termination that he is implementing relates to termination for fault or to termination without fault. Trial judges are invited to seek not the common will of the parties, but that of the author of the termination only – unilateral termination is analyzed, in fact, in a unilateral legal act – and according to the letter sent to the provider by the customer, it appears “without ambiguity” that the latter has decided “to terminate the contract without placing oneself within the framework of a no-fault termination”. The formula is convoluted, but it clearly means that the principal has placed himself under the regime of termination for fault. What act. No reproach can, moreover, be made to him, insofar as he has, we are told, “respected the contractual stipulations provided for in the event of termination without fault”, in particular the respect of a notice period of thirty days and payment, by way of compensation, of the actual costs borne by the service provider. Finally, and this is undoubtedly the major contribution of the judgment, the Court of Cassation approves the trial judges for having considered that the implementation of this early termination clause only obeys the conditions it provides. In other words, in the case of a dismissal for fault, the party invoking it is required to ensure that the breach of which the co-contracting party is accused meets only the criteria described in the contract as justifying early termination. The criteria laid down by case law and which justify that the contract may be terminated unilaterally in advance, namely, as we have said, the seriousness of the behavior of a party, cannot be invoked and the alleged breach cannot in any way case be analyzed by the yardstick of these (although it is also in reality a dismissal for fault, but, one would be tempted to say, there is fault… and fault).
