Termination for Convenience in UK Law

This is all to be "within the scope" of the "roles, expertise and responsibilities" called for in the Partnering Documents. This on its face and as a matter of commercial common sense does not obviously or at all impinge upon either party's right to terminate at will under Clause 13.3. Termination at will is not a "responsibility"; it does not give rise to a "role" or is not dependent upon any "expertise".

I have formed the view that properly construed Clause 1.1 does not require Anglia to act reasonably as such in terminating under Clause 13.3. Clause 13.1 makes it clear that the four year term is subject to Clause 13. There can be no doubt that if either party had applied their mind to this prior to the contract being signed it was clear that there was such an unqualified right available to either party; it was obvious to each that the other could terminate at any time.

Even if there was some implied term of good faith, it would not and could not circumscribe or restrict what the parties had expressly agreed in Clause 13.3, which was in effect that either of them for no, good or bad reason could terminate at any time before the term of four years was completed. That is the risk that each voluntarily undertook when it entered into the Contract, even though, doubtless, initially each may have thought, hoped and assumed that the Contract would run its full term.

Even though the Deed of Variation was designed to make changes, Mr Segan says that certain provisions never took effect. Clause 2.1.2, he concedes, made provision for certain sums already paid under the C&RA to be deemed “advance payment” rather than “income” and for repayment in certain circumstances, but not, he says, in the event of termination for convenience.

At first blush, Z's argument (that the tribunal was there making it clear that this was an important failure of the process and therefore in effect leading to non-compliance with the condition precedent Process Requirements) is not unattractive.

In my judgment, that latter passage of Edwards-Stuart J aptly summarises the position here. The adjudicator decided a point of importance on the basis of the material before her, and on a basis for which neither party had contended, and she was entitled to do so. She was not bound to accept only one of the two alternatives put to her by the parties.