In determining the legality of the termination clause, the courts invoked Article 218, paragraphs 1 and 2, where it was established that, despite its validity and effectiveness, a contract is “not binding on either party” if that party has the right to revoke it without the consent of the other party or without a court decision. section 218 of the Civil Code. If these articles are read together, it is quite possible that the court will invalidate the termination clause for convenience. The issue of damages for misrepresentation is more complex than damages for default because of the different ways in which the law can be formulated and the tactical considerations associated with it. Among the options: the termination clause is a critical term that should be developed with care and meticulousness in order to protect one of the contracting parties. However, the choice to terminate a contract on the basis of a contractual termination right may conflict with a common law right to the future loss of negotiations as a result of a breach of refusal (see below). Any exercise of contractual termination rights must be the subject of serious consideration. A violation of an intermediate clause or an unconditional clause, i.e. neither a condition nor a guarantee, justifies termination only if the infringement is sufficiently serious. It must “go to the root of the contract,” “frustrate the commercial purpose” of the contract or “not deprive the late party of all the advantage”3 of the contract. In any event, the court will consider the nature and consequences of the offence to determine whether a dismissal is warranted. Most commercial transactions are executed by contract.
However, contracts are not written or entered into to engage the parties indefinitely. Most contracts contain specific provisions that allow a party to request the termination of the contract. Contract termination clauses may arise in different situations. While the terms of the contract generally control when a party can apply for termination, circumstances may also give rise to termination rights. If a declaration resulting from pre-contract negotiations has become a contractual clause, the usual principles apply to the decision to terminate the contract. The court will ask whether the agent promised in the contract that the statement in question is accurate. If so, was that promise broken to commit a violation of the common law or to trigger contractual termination clauses as described above? If this is the case, the innocent party may terminate the contract for violation. Each of the following points constitutes a negative breach of contract justifying anticipation: the Supreme Court in the case of Indian Oil Corporation Limited/