Comparative analysis of unilateral termination and countermand – legal institutions with a role in contract termination
Comparative analysis of unilateral termination and countermand – legal institutions with a role in contract termination

Summary/Abstract: The rule of irrevocability of contracts, regulated by the provisions of Article 1270 of the Civil Code, expresses the principle that a contract may be modified or terminated only by mutual agreement of the parties or for reasons authorized by law. Article 1321 of the Civil Code enumerates the cases in which a contract may be terminated: by performance, by mutual agreement of the parties, by unilateral termination, by expiration of the term, by fulfillment or, as the case may be, non-fulfillment of a condition, or by fortuitous impossibility of performance. In the field of transport contracts, however, the Civil Code derogates from these provisions and grants the sender the right to unilaterally renounce or modify the contract. The legal act by which the sender unilaterally modifies the transport contract is called a countermand. Thus, according to Articles 1970-1975 of the Civil Code, the sender has the right to suspend the transport and request the return of the transported goods, their delivery to a person other than the one indicated in the transport document, or to dispose of them as they see fit. However, the sender is obligated to pay the carrier for expenses incurred and compensate for any immediate damages resulting from the countermand. Unilateral Termination is a mechanism through which one of the contracting parties may terminate the contractual relationship. In the Romanian Civil Code, this concept is regulated based on the type of contract and the specific conditions applicable in each case. According to Article 1276, paragraph 2 of the Civil Code, in contracts involving successive performance (e.g., lease agreements, insurance contracts), unilateral termination is permitted, provided a reasonable notice period is observed. The Civil Code allows the beneficiary of a service contract to unilaterally terminate it, with the obligation to reimburse the service provider for the expenses incurred and compensate for the portion of the work already performed. The parties may include specific clauses in the contract allowing unilateral termination, establishing conditions such as a minimum notice period, the payment of compensation, and written notification of the other party.

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