- where a contract is divisible - that is payment is due from time to time for performance of specified parts,
- where partial performance has been accepted,
- where performance is prevented by the other party,
- where there has been substantial performance, for example, in a construction contract where the building is usable but contains minor defects.
- Substituted agreement which will need consideration on both sides, which can be each party releasing the other from any unfulfilled obligations.
- Accord and satisfaction by one party purchasing release by entering a new agreement ("accord") for valuable consideration ("satisfaction").
- Failure of a condition precedent or subsequent a contract may provide for its own discharge when a something that is required to happen before ("precedent") or after ("subsequent") the formation of the contract does not occur. For example, a contract to buy a car if it passes a mechanical test is a condition precedent while a contract entered on behalf of a corporation not yet incorporated fails a condition subsequent if the corporation does not get incorporated.
- Election to terminate a contract may have a clause allowing a party to terminate it with or without conditions.
- Abandonment if both parties 'walk away' the contract is abandoned.
- Waiver one party may waive performance of the contract by the other party.
- repudiate the contract and sue for damages for breach of a condition of the contract
- repudiate the contract and sue for damages for breach of an intermediate term of the contract if the breach is serious enough
- sue for damages for breach of an intermediate term of the contract if the breach is minor
- sue for damages for breach of a warranty of the contract
A condition is a term of the contract that is so fundamental that a breach of it justifies termination. A warranty is a term that is ancillary and doesn't justify termination if it is breached. An intermediate-term is a condition or a warranty depending on the egregiousness of the breach. It can be difficult to determine if any given term is a condition or a warranty so anyone trying to terminate a contract for breach really needs professional legal advice because if they are not entitled to do so they will have breached the contract themselves - and in a big way.
A breach may come about in several ways including clear failure to perform, express repudiation by one party communicating an intention not to perform, or the action of one party rendering performance impossible. A breach may involve actual breach (actually failing to perform) or anticipatory breach (threatened breach through unwillingness or inability).
- Merger where a deed or judgment of a court swallows up the contract,
- Material alteration of a written document by one party allows the other to terminate the contract
- Death generally an estate is still bound by the deceased's contracts but not where the contract is one for personal services, for example, contracts with actors, chefs, babysitters, etc.
- Insolvency personal bankruptcy or corporate liquidation can terminate a contract.
Rescission
- Mistake which is restricted, narrow and technical and does not extend to an error of judgment as to the value of the consideration they or the other party supply. Suffice it to say, you cannot escape a contract where you have underestimated the amount of work required or bought something a too high a price or sold something at too low a price.
- Misrepresentation by one party which induces the other to enter the contract.
- Undue influence where one party misuses a position of power over the other to cause them to enter the contract
- Duress which forces a person to enter a contract against their will. The Godfather's "I gonna make him an offer he can't refuse" being the classic form.
- Unconscionably where a contract put forward by a party in a superior bargaining position is so one-sided that no reasonable person would agree to it.
