BarbriSFCourseDetails
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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Real Property - Transactions

Date & Time
  • event Date

    Tuesday, June 24, 2025

  • schedule Time

    1:00 PM E.T.

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE webinar will advise construction attorneys on the use of termination for convenience (TFC) clauses in contracts. The panel will discuss the methods of providing notice of such terminations, how to calculate damages, and how contractors can mitigate risks when entering into agreements with a convenience clause. The panel will address best practices for all stakeholders when considering this type of provision in a construction agreement rather than a TFC clause.

Faculty

Jason L. Richey
Partner
K&L Gates, LLP

Mr. Richey’s practice is concentrated in the areas of dispute resolution with an emphasis on the construction and engineering industry, complex commercial disputes, energy disputes, and state and local bid protests. For almost a quarter century, he has focused his energy on winning litigations, arbitrations, and mediations for his clients. During this time, he has worked on local engagements as well as matters in over 35 different states, Asia, Africa, Europe, Australia, and South America representing companies both large and small. The firm has recently engaged Mr. Richey to lead the Construction Practice Group in the Americas.

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William D. Wickard
Of Counsel
K&L Gates, LLP

Mr. Wickard concentrates his practice on construction and commercial litigation along with negotiating and drafting construction contracts. He has worked on a wide variety of projects (both international and domestic), including oil and gas, offshore oil production facilities, power plants, manufacturing plants, railroads, solar power facilities, wind farms, water treatment plants, steel mills, dams, and health care facilities. Mr. Wickard has been involved in all phases of litigation in a number of state and federal courts, including jury trials, bench trials, injunction and TRO proceedings. He also has handled numerous appeals in several different state and federal jurisdictions. Mr. Wickard also has significant experience with arbitration proceedings. Mr. Wickard has also drafted and negotiated numerous construction contracts, including EPCs, subcontracts, design contracts, and supply contracts, for many different domestic and international projects. Mr. Wickard also represents clients in connection with public procurement issues and has extensive experience in all phases of bid protest proceedings throughout the country.

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Eric D. Brill
Attorney
K&L Gates LLP

Mr. Brill is an associate and a member of the Construction and Infrastructure practice group. Prior to joining the firm, he was an associate at a Pittsburgh-based law firm where he focused his practice on complex commercial and construction litigation. In that role, Mr. Brill represented owners, developers, general contractors, and subcontractors in oil-and-gas disputes, design-defect claims, and public procurement matters in state and federal court, and various administrative boards. He also regularly represented clients in complex commercial litigation involving breaches of contract, fraud, various consumer protection acts, employment matters, and business tort claims.

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Description

In contracts, there are essentially two types of termination clauses. The most common clause is termination for cause, also known as a termination for default, which most contracts contain. The second type is TFC and outside of these clauses, the only way for a party to exit a contract is to breach the contract.

A TFC clause is a clause within a contract allowing the parties' contractual relationship to mirror that of at-will employment. In other words, it allows a party, or parties, to terminate a contract for almost any reason.

While technically a party does not need a reason to terminate a contract for convenience, there are some limitations in the capacity to exercise the TFC clause. The main limitation concerns the parties' good faith. In effect, all parties must enter the contract in good faith with the intention of fulfilling the contract. If a party terminates the contract to avoid making the final payment or it always intended to terminate the contract, the party will likely be held liable for breaching the contract.

Typically, after a contract has been terminated for convenience, the terminated party is entitled to payment for work it completed, costs it incurred due to the termination of the contract, reasonable profit and overhead on work that has yet to be executed, and anything else stipulated in the contract. These entitled costs are meant to disincentivize parties from terminating their contract for trivial reasons.

The terminated party is also deprived of the opportunity and contractual right to fix, or cure, any defective work; thus, the terminating party is unable to recover any costs associated with repairing the damaged work. If a party desires to withhold payment for defective work, they can go the traditional route of terminating the contract for cause/default. However, if the parties have contractually agreed that the cost of repairing defective work can be offset, a court will uphold that contractual agreement.

Listen as our expert panel of construction attorneys discusses how to best utilize a TFC clause in contracts. The panel will discuss how notice is provided and how damages are calculated when using these types of provisions.

Outline

  1. Termination for convenience
    1. Good faith
    2. Notice
    3. Damages
    4. Right to cure or fix
  2. Best practices for termination for convenience vs. termination for cause

Benefits

The panel will address these and other key topics:

  • How do the parties determine if the terminating party is acting in good faith?
  • What type of notice is typical in a TFC clause?
  • How can risks be mitigated in contracts with TFC clauses?