October 5, 2021 rcplegal 0 Comments

The correct understanding of the contractual clauses starts from a correct and clear expression of their content.

Not infrequently happens that the parties base their agreement on verbal will, such as “an act to this effect will be concluded later”, at which time not enough attention is paid to the expression and it is reached that in the end, the legal act drafted to it does not fully reflect the will of the parties.

An eloquent example is the clause regarding the duration of a contract.

Although the parties actually agree on a general term, say 1 (one) year, with the possibility of extending the act for equal periods, if the smooth running of the collaboration requires it, in writing the phrase “The contract will be concluded for a period of 1 (one) year and will be automatically extended for successive periods, equal to the initial one, if neither party expresses itself at least 30 (thirty) days before the expiration date of the period for which it was concluded or prolonged, the intention to cease ”.

But what is the risk of this expression?

Initially, the parties will find “comfort” in the fact that the written agreement will be extended “automatically” or “without them being forced to conclude an additional act” that consumes the resource time and energy.

However, in the case of the above expression “it will be extended automatically” versus “it will be possible to extend automatically” prevents the parties from terminating the collaboration, if there is no agreement of the parties, on a date other than 30 days before the deadline.

Once the wish to terminate is not expressed by the deadline, respecting the 30 days agreed upon, the successive period equal to the initial one begins to flow “automatically”, which will produce binding legal effects and will create the impossibility of communicating a unilateral termination notification, being absolutely necessary a notice of termination this time, a distinct legal act and of special significance.

Termination, a civil law sanction that occurs in case of culpable non-performance of one or more obligations by the signatories of the contract, will not find its basis if the interested party will not have serious and determined reasons to terminate the collaboration.

A more favorable offer may be a reason to wish the termination of a collaboration and employment in another contract, which can only operate with the agreement of the parties, or by clearly expressing the contractual clauses so as to allow withdrawal at the desired time.

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