Additional agreement on termination of the additional agreement

How to terminate a service agreement by agreement of the parties

As a general rule, the parties, by mutual agreement, can terminate the contract at any time before its expiration (clause 1 of Article 450 of the Civil Code of the Russian Federation).
To do this, you need to draw up and sign a termination agreement, send it to the counterparty and receive from him a copy signed by both parties. To avoid disputes, it is advisable for the parties to discuss the issues of termination of cooperation and reconcile mutual settlements before drawing up a termination agreement. The reconciliation report can be made an annex to the agreement.

How to draw up an agreement to terminate a service contract

As a general rule, the termination agreement is drawn up in simple written form (clause 1 of article 161, clause 1 of article 452 of the Civil Code of the Russian Federation). Usually one copy for each side.

Most often, it is signed by a sole executive body (for example, a director) or a person acting on the basis of a power of attorney (clause 3 of article 65.3, clause 1 of article 182 of the Civil Code of the Russian Federation).

Placing a seal is not necessary, but it is customary to do this if you have one (clause 5, article 2 of the LLC Law, clause 7, article 2 of the JSC Law).

What conditions should be included in the agreement to terminate the contract for the provision of services?

The main thing in the agreement is a clear and unambiguous indication that the contract is terminated. The agreement must also include:

• name and details of the parties;
• name, date and number of the contract to be terminated;
• Full name, position and basis of authority of the persons signing the agreement.

Additionally, the agreement can specify unresolved issues and conditions related to termination. Typically this is:

• the date from which the agreement is considered terminated, if you want it to differ from the date of signing the agreement (clause 3 of Article 453 of the Civil Code of the Russian Federation);
• reason for termination if the contract is terminated due to its violation by the counterparty. Indicate who violated and what the violation was. This will allow you to record the true reason for termination and then demand compensation for losses;
• a condition on the return of an unpaid advance or payment for services actually rendered. To do this, indicate the period and procedure for return/payment, amount. You will need to return the advance or pay for services without this condition, but it will make it possible to clarify the relationship and understand from what point to demand a penalty or interest under Art. 395 of the Civil Code of the Russian Federation for late return/payment;
• deadline for the return of documents, equipment and other property that was transferred to the contractor for the provision of services and must be returned. The executor must return the property in any case, but this way you will understand when this should happen. Don’t forget to also include a penalty for violating this deadline if it is not in the contract.

Is it even possible to terminate additional agreement No. 1 to the contract?

Info

You will need

• — details of the parties appearing in the canceled additional agreement;
• — output data of the canceled additional agreement;
• - computer;
• - Printer;
• - paper;
• - fountain pen;
• - seal.

Instructions 1 Begin preparing the text of the additional agreement by assigning a serial number to it. This must be the next one after the last agreement concluded to the current contract.

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Attention

So, if you previously concluded three additional agreements, the current one should be number four. Please also indicate the date and place where the agreement was signed. The title and number of the document are placed in the top line, centered.

The place of signature is on the left side of the next line, the date in the format day, month, year is on the right.

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How to send an agreement to terminate a contract for the provision of services to a counterparty

We recommend that all copies of the signed agreement be sent to the counterparty along with a covering letter indicating:

• desire to terminate the contract (indicating its details) on the terms set out in the attached agreement;
• the deadline for responding to this proposal, if you intend to agree on a period different from the 30-day period defined in the law as a general rule (clause 2 of Article 452 of the Civil Code of the Russian Federation);
• information that this cover letter and agreement do not constitute a waiver of the contract. This is necessary if you do not want to terminate the contract by unilateral refusal.

When sending a covering letter to the counterparty with attached copies of the agreement, you should be guided by the general rules for sending legally significant messages (Article 165.1 of the Civil Code of the Russian Federation, paragraphs 63 - 65 of the Resolution of the Plenum of the Supreme Court of the Russian Federation of June 23, 2015 N 25). Send the documents in the manner and to the address specified in the contract. If the contract does not contain such conditions, deliver it by courier against a receipt or send it by letter with acknowledgment of receipt and a list of the contents to the counterparty’s address specified in the Unified State Register of Legal Entities or the Unified State Register of Individual Entrepreneurs.

What is the difference between unilateral termination of a contract and refusal to fulfill an obligation?

The process is built on the basis of the desire of the two parties to preserve mutual benefits and interests in a difficult, often insurmountable by continuing interaction, situation. An attempt to punish the unlawful actions of the other party by causing material or moral damage to it may be fraught with consequences for the initiator himself.

Step-by-step actions when terminating a civil contract if you are the initiator of the termination:

• Clearly formulate the reason why you consider it necessary to terminate the contract with the other party(ies).
• Take the text of the concluded cooperation agreement, read it carefully and find those points that the unlawful party does not fulfill or performs improperly.
• Formulate a claim based on agreements and discrepancies with them.
• Draw up a written notice of termination of the contract with a mandatory extract of those points that were specified in the contract, but were not observed. Please note that the wording is accurate, operate with specific facts, and not emotions regarding violations. This document may become the basis of a lawsuit.
• Send the letter by post with acknowledgment of receipt or by courier delivery, being sure to receive a document confirming sending and receiving.
• Expect a response regarding violations within a month. Perhaps during this period the wrongful party will correct its mistakes, and cooperation will be established.
• If the party has given an answer about the decision to terminate the contract on its part, the contract can be terminated by mutual agreement of the parties, without unnecessary material and moral costs.
• In this case, it is necessary to draw up a termination agreement that suits all parties and defines the responsibilities of the parties in the process of terminating the contract.
• Make mutual settlements between the parties.
• Look for new partners more carefully, based on the experience gained, taking into account possible risks.

We invite you to read: Relatives challenge the gift agreement

If it is necessary to terminate a banking agreement, the procedure is based on the same general procedure.

If you have received a notice that the contract concluded with you is going to be terminated, you must take the following steps:

• Read the notice carefully and consider the reasons that became the basis for terminating the contract.
• Take the text of the concluded agreement and check all the points on the basis of which the notification was drawn up. Pay attention both to the indicated facts of violations, and to the terms of the agreements and the correctness of the execution of the relevant points in the notification.
• If inconsistencies are found in the specified facts or the specified reason was not stated in the terms of the contract, or the notification is drawn up in an ambiguous, vague form, make a written claim.
• In your complaint, indicate all weak or inappropriate points from the text of the notification, providing your strong arguments to refute them.
• Send the claim to the return address with mandatory notification of receipt.
• Expect an answer that will determine your further actions.
• Prepare an argumentative basis for the possible initiation of a case in court if your opponent commits illegal actions or does not make mutual settlements that preserve your interests.
• If you agree with the reasons given in the notice and consider them fair, respond to the notice with consent and terminate the contract by mutual agreement.

Please note: if the drawn up agreement was certified by a notary, then the agreement on its termination must be certified by a notary.

Unilateral cancellation of a contract differs from ordinary termination.

In case of unilateral termination, the contract is considered terminated from the moment you send notice of this and the other party receives it. It is important to send the notice in writing by certified mail, return receipt requested.

As a general rule, unilateral refusal of a contract is prohibited, except in cases specified in the Civil Code and other laws.

Unilateral refusal is permitted if you have entered into the following agreements:

1. supply agreement - Civil Code of the Russian Federation, art. 523;
2. energy supply agreement, if you are an individual and use energy in everyday life, for example, to heat soup - Civil Code of the Russian Federation, clause 1, art. 546;
3. the lease agreement, if it is concluded for an indefinite period, - Civil Code of the Russian Federation, clause 2, art. 610;
4. contract - art. 717 and Civil Code of the Russian Federation Art. 719;
5. contract for paid services - Civil Code of the Russian Federation, Art. 782, Art. 32 of the Law “On Protection of Consumer Rights”;
6. transport expedition agreement - Civil Code of the Russian Federation, Art. 806;
7. bank account agreement, if you are a bank, and no transactions are carried out on the client’s account for two years - Civil Code of the Russian Federation, Art. 859;
8. agency agreement - Civil Code of the Russian Federation, Art. 1010

However, unilateral withdrawal from the contract may not be free for you, because the other party may have the right to reimbursement of actual expenses. And if you are an entrepreneur, art. 310 of the Civil Code of the Russian Federation, paragraph 3, allows the contract to establish a fee for you for unilateral refusal.

But here it is important to remember: if the right to unilateral refusal is imperative (that is, there is no clause “unless otherwise established by the contract”), then a fee for such refusal cannot be established. This was clarified by the Plenum of the Supreme Court in paragraph 15 of Resolution No. 54 of November 22, 2016.

The document is drawn up in simple written form, with the obligatory indication of the following points:

• Date and place of compilation;
• Information about the contract being terminated (number and date of conclusion);
• Data of the parties to the contract;
• Reason for termination of the contract;
• Date of termination of the contract;
• Information about the absence of mutual claims between the parties.

A proposal to terminate the contract can be sent to the other party in any way convenient for you: for example, by registered mail with acknowledgment of receipt.

If the other party refuses to terminate the contract, or if you do not hear from them within 30 days, you will need to apply to the court to terminate the contract.

Art. 131 of the Civil Code of the Russian Federation states that any statement of claim must indicate:

• Name of the court to which the application is filed;
• Details of the plaintiff (full name/name of organization, place of residence/location of organization, etc.);
• Data of the defendant (full name/name of organization, place of residence/location of organization, etc.);
• The plaintiff’s demands (in this case, the demand to terminate the contract for paid services);
• The circumstances on which the plaintiff bases his claims;
• Information on compliance with the pre-trial procedure for contacting the defendant;
• List of documents attached to the statement of claim.

Go to court

As a general rule, a statement of claim for termination of a contract for the provision of services for a fee is filed with the district court at the place of residence (location) of the defendant.

If the court satisfies your demands, then after the court decision comes into force, the contract will be considered terminated and your obligations under it terminated.

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“Either party has the right to terminate the contract unilaterally by sending written notice” - this wording is often used in contracts, but it is fraught with legal risks.

Art. 450 of the Civil Code of the Russian Federation provides for two ways to terminate a contract, but for one of the methods it uses a general term (termination):

• termination of the contract at the request of one of the parties, i.e. unilateral termination of the contract;
• unilateral refusal to fulfill the contract.

The difference between these two methods is the procedure for termination. The first method of termination (termination at the request of one of the parties) is in court (under clause 2 of Article 450 of the Civil Code of the Russian Federation), and the second method (unilateral refusal to fulfill the contract) is out of court (under clause 3 of Article 450 of the Civil Code RF).

If it is not obvious from the text of the contract which method of terminating the contract the parties have agreed upon, the court will be forced to interpret the will of the parties, and this is always risky, because it is unpredictable.

There are often cases when one party sends the other a notice of termination of the contract, believing that this has terminated the contract, but a few months later the other party files a lawsuit to recover payment under the contract, because the termination procedure was not completed and wins the case.

Thus, if the parties to the contract wish to provide for the possibility of unilateral termination of the contract without a trial, by simple notification, then it is better to use the wording “unilateral refusal to perform the contract” in the contract.

In addition, these terms have different legal implications.

If we mean unilateral termination of the contract, then, despite the court act that has entered into legal force, the second party has the right to demand that the counterparty fulfill its obligations.

But a unilateral refusal to fulfill obligations excludes such authority.

On the one hand, these are rules regarding contracts, the essence of which presupposes the right of the parties to withdraw from the contract at their discretion.

For example, under an agreement for gratuitous use (Article 699 of the Civil Code of the Russian Federation), an agreement of agency (977 of the Civil Code of the Russian Federation), an agreement for trust management of property (1024 of the Civil Code of the Russian Federation) and a number of others, the right of unilateral refusal is provided for each of the parties to the agreement.

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On the other hand, these are rules that provide for the right of unilateral refusal in cases of violation of obligations by the other party.

For example, violation by the buyer of the terms for sampling the goods gives the supplier the right to refuse to fulfill the contract (Article 515 of the Civil Code of the Russian Federation). Or if the contractor does not eliminate the identified deficiencies as a result of the work, the customer has the right to refuse to fulfill the contract (Clause 3 of Article 723 of the Civil Code of the Russian Federation)

By declaring a unilateral refusal, the party having the right to do so actually terminates the contract.

This is where it gets interesting. All the reasons described above may simply not be applicable in your situation. The basis under consideration makes it possible to select and agree on almost any design of interaction and exit from contractual relations.

Actually, this is one of the tools that turns your contract into a unique product that reflects your interests, and not a typical, “standard contract”.

However, often, counterparties disguise or impose the exercise of the right of unilateral refusal under a specific list of grounds provided for in the contract. That is, they include conditions for the right to refuse: You have the right to refuse if... You can refuse in the case when... You refuse the contract subject to compliance...

Sample agreement on termination of a contract for paid services

The document is used to formalize the termination of a contract for the provision of paid services by mutual agreement of the parties. As a general rule, an agreement must be drawn up in the same form as the contract (Clause 1, Article 452 of the Civil Code of the Russian Federation).

Agreement

on termination of the contract for the provision of consulting services

dated June 24, 2020 N S-A/01-10/13

g. _____________ "__" ________ ____ g.

Limited Liability Company "Sigma", hereinafter referred to as the "Customer", represented by General Director Ivan Ivanovich Petrov, acting on the basis of the minutes of the general meeting of participants dated February 2, 2020 No. 1 and in accordance with the Charter, on the one hand and

Limited Liability Company "Andromeda", hereinafter referred to as the "Executor", represented by First Deputy General Director Sergei Ilyich Popov, acting on the basis of power of attorney dated September 4, 2020 N 1345, on the other hand, hereinafter collectively referred to as the "Parties", have drawn up this agreement (hereinafter referred to as the Agreement) on the following:

1. The parties agreed to terminate the agreement for the provision of consulting services dated June 24, 2020 No. S-A/01-10/13 (hereinafter referred to as the Agreement).
2. The parties have reconciled the settlements under the Agreement (the reconciliation report for mutual settlements is attached).
3. The Customer undertakes, within 3 (three) business days from the date of signing the Agreement, to transfer to the Contractor a sum of money in the amount of 20,000 (Twenty thousand) rubles, including 18% VAT, for the services actually rendered.
4. The Contractor undertakes to return to the Customer the documents received from him under the Agreement within 2 (two) business days from the date of signing the Agreement.
5. The Agreement is considered terminated from the moment the Agreement is signed.
6. The Agreement is drawn up in two copies having equal legal force, one for each Party.

1. Reconciliation report of mutual settlements on 1 sheet.

Addresses, details and signatures of the parties

Termination Agreement

Anyone can draw up an agreement to terminate the contract on their own. And with the help of our website, this process will not take much time and effort. The nuances of drawing up a document and the required elements to give it legal significance are outlined below.

Any agreement is a document that records a certain agreement, the achievement of agreement between the parties on specified issues. Therefore, to unilaterally terminate the relationship, it is more correct to use a claim for termination of the contract. And you can propose to terminate the transaction by mutual consent of the parties using a notice.

Termination Agreement

Example of a termination agreement

Termination Agreement

on paid services

Murmansk March 16, 2020

Pshenitsyn Igor Sergeevich, born on March 17, 1962, passport of a citizen of the Russian Federation series 01 19 No. 5942859, issued by the Department of Internal Affairs in the Pervomaisky district of Novosibirsk on April 20, 2001, registration address: Murmansk region, Murmansk, Morskoy Ave., 15- 23, hereinafter referred to as the “Customer”, on the one hand, and

individual entrepreneur Ignatieva Vera Vasilievna, OGRNIP 68761696165846, registration address: Murmansk region, Murmansk, st. P. Sukhova, 18-7, hereinafter referred to as “Executor”,

and together referred to as the “Parties”, guided by Art. 450 of the Civil Code of the Russian Federation have entered into this agreement as follows:

1. Terminate the contract for paid consulting services No. 4/2018 dated January 10, 2020 ahead of schedule, from the moment of signing this Agreement.
2. At the time of concluding this agreement, the cost of fulfilled obligations under the contract for the provision of paid consulting services is 45,000 (forty-five thousand) rubles, payment for which was made by the Customer in full.
3. The Contractor has no claims regarding the timing and amount of payment for services provided under the agreement specified in clause 1 of this Agreement.
4. The Customer has no claims to the quality and quantity of services provided by the Contractor under the agreement specified in clause 1 of this Agreement.
5. Mutual obligations of the Parties under the above agreement are considered terminated from the moment of signing this Agreement.
6. This Agreement is drawn up in 2 (two) copies of equal legal force, one for each of the parties.
7. Details and signatures:

Significant change of circumstances

As you know, the main goal of any transaction is to obtain some benefit or profit. At the same time, signatories calculate risks and other similar issues. But, unfortunately, it is often impossible to predict in advance certain events in the life of a particular person or country. As a result, there is a significant threat to the deal itself, namely: guaranteed losses for one of the signatories. In such a situation, the only reasonable option is to break the agreement.

Important!

For this reason to work, several points must be observed:

• when signing the agreement, the signatories were confident in the stability of the situation and did not expect significant changes;

• the reasons for these changes did not depend on the will of the signatories.
• the agreement itself, as well as business practice in this area, does not indicate the very possibility of placing the risk of these changes on one of the parties.
• Subsequent implementation of the agreement would lead to guaranteed damage to the signatories.

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In what form should a termination agreement be drawn up?

The Civil Code does not separately regulate this type of agreement. But it makes similar demands on its form. This means that if, by law, a transaction is subject to notarization, then the agreement to terminate the contract will need to be certified by a notary. If state registration is required (for example, real estate rental), then the termination of legal relations must be carried out in the same form.

In all other cases, it is better to draw up the document in writing on a separate form. Often (by the way, and more logically) it is called “additional agreement”, because the document is an integral part of the contract.

Contents of the contract termination document

Mandatory elements of a legally binding agreement are:

• details of the parties. Only those persons who entered into the contract can terminate the obligation. In some cases, the participation of a legal successor is allowed (statement of succession);
• details of the contract that is being terminated
• fact of termination of obligation
• the date the termination agreement comes into force (usually the date of signing)
• the state of execution of the contract and the actual fulfilled obligations of each party. As a general rule, once a termination agreement is signed, the parties are no longer bound. Exceptions are cases expressly provided for by law or contract. For example, return of leased property (Acceptance and Transfer Certificate).
• number of copies of the agreement, details and signatures of the parties.

It is impossible to force someone to sign an agreement to terminate the contract, therefore, in the absence of a mutual agreement and the presence of legal grounds, it remains to use the appropriate claim.

Clarifying questions on the topic

KPC Capital Invest Tula's license was taken away. I'm a shareholder. How to return the deposit? Where or who should we start with?

If the contract has expired, go to court with a claim to recover funds. If the deadline has not yet passed, then you must first write an application for termination of the contract and return of funds to the KPK.

Early termination rules

There are many examples when it became necessary to terminate a concluded transaction only before the deadlines specified in the main agreement. Such a need often arises as a result of justified claims by one of the parties involved or for other reasons.

In most situations, it is the rental agreements that fall under early termination.

Considering this example, it can be assumed that two parties were involved in signing the contract: the tenant, the owner of the premises or an intermediary.

Termination of the agreement with the involvement of the courts may be carried out if the tenant commits any of the actions listed below:

1. The owner does not receive the agreed amount of money as payment within the time period specified in the lease agreement. Or the tenant does not pay the agreed amount in the specified amount for more than 2 months.
2. Refuses to finance repair work if such actions are included in the list of contractual obligations of the tenant.
3. Property owned by the lessor and located on the premises is damaged by the Tenant.
4. The subject of the signed agreement is not fully implemented or with significant violations.

https://youtu.be/Z5zL9qPgcgU

The agreement can also be terminated if the owner of the premises or the intermediary who signed the agreement takes the following actions:

1. The owner of the premises refuses to repair it, provided that in the contract this action is included in the list of responsibilities of the landlord.
2. Refuses the tenant to transfer the property or creates obstacles to its normal operation.
3. Leases a property that does not meet operational requirements and is in a state unsuitable for use for reasons that cannot depend on the tenant.
4. Transfers a property with various defects, the presence of which was known in advance.

Correct execution of the additional agreement on termination of the concluded transaction is of great importance, since otherwise one of the parties may have problems if the agreement continues to be valid.

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