Termination of indefinite contracts: what does ‘reasonable notice’ actually mean?

Laura Crowe, Senior Associate

Ending an indefinite contract isn’t always as simple as it sounds: what seems open-ended can come with very specific rules, risks, and obligations.

Following the Court of Appeal’s clarification in Zaha Hadid Ltd v Zaha Hadid Foundation [2026] that “indefinite” does not mean “perpetual”, a practical question remains: if a contract has no express termination provisions, what does a “reasonable” notice period look like?

This issue arises frequently in long‑term commercial arrangements – particularly where parties have relied on flexibility and goodwill rather than detailed drafting.

Is reasonable notice implied at all?

Where a contract has an indefinite duration and does not set out termination rights, the courts will often imply a term allowing termination on reasonable notice. Here, the focus is on what the parties must have objectively intended at the time the contract was made.

In most commercial situations, it’s unlikely the parties meant to be tied in forever with no way out, a term for reasonable notice just reflects that practical reality.

What is ‘reasonable’ is context‑specific

Given there is no standard or default period, what amounts to reasonable notice depends on the circumstances at the time notice is given, not when the contract was agreed, and is likely to vary from situation to situation.

The courts take a fact‑sensitive, multi‑factor approach. Common considerations include:

• Length of the relationship – longer relationships tend to justify longer notice periods.
• Level of dependency – where one party relies heavily on the arrangement, more time may be needed to adjust.
• Investment and commitment – significant capital expenditure or business integration can point towards longer notice.
• Nature of the market – how quickly alternative arrangements can realistically be put in place.
• Practical unwind – the time needed to bring the relationship to an orderly close.

Importantly, no single factor is decisive, and the weight given to each will vary by case.

Commercial takeaway

Disputes over what constitutes “reasonable” notice are inherently fact‑sensitive and often difficult to predict, particularly in high‑value or long‑standing commercial relationships.

As the Court of Appeal’s reasoning in Zaha Hadid illustrates, the safest course is clear and deliberate drafting. If parties care about how and when a contract can be brought to an end, those rights should be set out expressly.

Without clear terms, “reasonable notice” will ultimately be whatever a court considers fair in the circumstances – which may align with neither party’s expectations.

If you are considering amending a contract or would like us to assist in reviewing a contract for you, please contact our commercial team on 0161 832 3434, or email us at [email protected].

Contributors: Bradley Bennett, Trainee Solicitor