In the absence of a formal written agreement, how will the courts determine ‘reasonable notice’ for termination? Anna Lancy & Robert Strang consider the key factors
- In the absence of an express provision in an agreement, termination must be on reasonable notice.
- What is reasonable notice will depend on the circumstances. The factors that a court will generally consider were summarised in the case of Jackson Distribution Limited v Tum Yeto Inc [2009] EWCA 982 (QB).
- If reasonable notice is not given the termination will still be valid, but the other party will likely be entitled to damages. The measure of damages is likely to be the party’s loss of profits during what would have been a reasonable notice period, subject to the duty to mitigate.
First: can the court imply a reasonable notice period to terminate an agreement?
Reasonable notice
Where a contract is silent on term or termination rights, it can still be terminated on ‘reasonable notice’ on the part of one or both parties (Winter Garden Theatre (London) Ltd v Millennium Productions Ltd [1948]
