Termination of Construction Contracts
In a construction project, the contract is typically discharged by performance, meaning that both parties fulfill their obligations and the project is completed. However, the contract may also be terminated by agreement or by a breach of contract.
Termination by Agreement
The parties to a construction contract may agree to terminate the contract at any time. This can be done by a written agreement or by a verbal agreement that is confirmed in writing. If the parties agree to terminate the contract, they must also agree on the terms of termination, such as the date of termination and the payment of any outstanding sums.
Termination by Breach of Contract
A contract may also be terminated if one party breaches the contract. A breach of contract occurs when a party fails to fulfill its obligations under the contract. A breach of contract may be material, meaning that it substantially impairs the other party’s ability to receive the benefits of the contract, or it may be minor. If a party breaches the contract in a material way, the other party may terminate the contract.
Termination for Convenience
Some contracts allow for termination for convenience. This means that the party is not terminating the contract because of a breach by the other party, but rather because it no longer wants to be bound by the contract. The right to terminate for convenience is typically reserved for the owner of the project, but it may also be granted to the contractor in some cases.
Repudiation
A contract may also be terminated if one party repudiates the contract. Repudiation occurs when a party indicates that it no longer intends to fulfill its obligations under the contract. Repudiation can be express, meaning that the party explicitly states that it is no longer going to fulfill its obligations, or it can be implied, meaning that the party’s conduct indicates that it no longer intends to fulfill its obligations.
Other Grounds for Termination
In addition to the grounds for termination discussed above, there are a number of other grounds for terminating a construction contract. These grounds may include:
- Frustration of the contract, which occurs when an event occurs that makes it impossible for either party to fulfill its obligations under the contract;
- Misrepresentation, which occurs when a party makes a false statement that induces the other party to enter into the contract; and
- Misleading conduct, which occurs when a party in the course of business engages in conduct that is capable of misleading the other party into entering into the contract.
Implied Duty to Act Reasonably and in Good Faith
When a party terminates a construction contract, it is generally required to act reasonably and in good faith. This means that the party must not terminate the contract for an improper purpose, such as to avoid paying the contractor for its work. The party must also give the other party reasonable notice of the termination and an opportunity to cure any breach of contract.
Conclusion
The termination of a construction contract can have a significant impact on the parties involved. It is important to understand the different grounds for termination and the implications of terminating a contract. If you are involved in a construction project, it is important to consult with an attorney to discuss your rights and obligations under the contract.
Disputes can arise about the duties and obligations of an agent; for further information please contact David Collins or Kristy Nunn from our dispute resolution and litigation team.
Liability limited by a scheme approved under Professional Standards Legislation
