Also known as:termination right · termination-rights · termination clause · right to terminate
Written by attorneys · grounded in primary & secondary sources — see below
A contractual or statutory right permitting one party to end an agreement or relationship upon the occurrence of specified conditions or events. The right is exercised by taking the steps required by the governing instrument or statute, such as vacating property and providing notice in a lease setting.
Sources & Authorities
How it applies
Common Examples
6
Tenant Vacates After Mold Discovery
Thaddeus Tran leased a warehouse from Threshold Capital. When toxic mold appeared in the storage area, Tran removed all inventory, vacated the premises, and emailed the landlord stating the lease was ending due to the health hazard. The actions satisfied the requirements for exercising the termination right under the lease terms.
Artist Seeks Copyright Termination
Tiana Tan entered a 1985 commission agreement with a nonprofit. Thirty-five years later she invoked the termination right in the agreement, gave the required notice, and ended the relationship to pursue other opportunities. The steps complied with the contractual conditions for exercising termination without liability.
Select any source to read its text and confirm it supports the definition.
Cases
Uniform Acts
Restatements
Casebooks
Hornbooks
Study Supplements
COMMUNITY FOR CREATIVE NON-VIOLENCE, et al., Petitioners v. REID, Respondent490 U.S. 730, 737 (1989)
State Limits Abortion Access
Theresa Tucker operated a clinic under a services agreement with the state. After the state enacted a near-total ban altering program terms, Tucker exercised the termination right in the agreement, ended participation, and notified the state. The actions satisfied the contractual steps for ending the relationship.
Planned Parenthood of Southeastern Pennsylvania v. Casey505 U.S. 833, 112 S. Ct. 2791, 120 L. Ed. 2d 674 (1992)
Clinic Challenges Post-Dobbs Ban
Tonya Takahashi directed a reproductive-health facility under a funding contract. Following statutory changes, Takahashi exercised the termination right, ended the arrangement, and provided the required notice to the state. The steps met the contractual conditions for lawful termination.
Dobbs v. Jackson Women’s Health Organization142 S. Ct. 2228 (2022)
Board Approves Merger Termination
Tori Taylor served on the board of a target company that had signed a merger agreement containing an outside-date termination right. When financing failed to materialize by the contractual deadline, the board exercised the right and terminated the deal without liability.
Smith v. Van GorkomDel. Supr., 488 A.2d 858, 872 (1985)
State Ends Funding Program
Tessa Takahashi administered a state program under provider agreements. After the legislature eliminated funding, the program director exercised the termination right, ended participating providers' eligibility, and gave the required notice. The termination complied with the contractual terms.
Maher v. Roe432 U.S. 464 (1977)
Common questions
Frequently Asked
3
What steps must a tenant take to exercise a termination right under a lease?+
The tenant must vacate the property while the right exists, follow any lease provisions on the method of termination, and if no method is specified, take reasonable steps to inform the landlord of the decision and its reason.
Supporting sources
How do termination rights in copyright grants differ from ordinary contract termination?+
Copyright termination rights arise by statute after a fixed period and may be exercised notwithstanding any agreement to the contrary, unlike ordinary contract rights that parties may waive or modify by agreement.
Supporting sources
Does a merger agreement's termination right automatically excuse a board from fiduciary review?+
No. The board must still act with due care when deciding whether to exercise the right, even though the contractual clause itself supplies the mechanism for ending the deal.
Supporting sources
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…