Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Without prejudice definition

What does Without prejudice mean? In practice, “without prejudice” denotes settlement communications that parties do not intend to be used in court or tribunal as evidence of concessions or admissions. The protection arises from common law (often called the without prejudice rule or without prejudice privilege), not statute, and is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. Key features: - It applies to written and oral negotiations (including emails, calls and mediation) made in a genuine attempt to resolve an existing dispute. - The substance controls: communications can be protected even if not labelled “without prejudice”, and a label alone will not protect routine...

Termination for breach: drafting valid notices, choosing between contractual rights and repudiatory breach, handling multiple grounds, and making settlement offers (Calderbank/Part 36) - England and Wales

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Practice notes

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Scope of this Practice Note

This Practice Note addresses preparing a contract termination notice for breach, together with, where suitable, a Without Prejudice offer letter to resolve any claim stemming from the termination. It pinpoints the principal issues to assess and explains, in detail, the context underpinning the drafting of each of our bespoke termination notice Precedents and the context behind them.

It also considers multiple bases for terminating, and the choice between relying on an express contractual right to terminate or proceeding at common law for repudiatory breach when both avenues exist, ensuring your termination notice is valid and evaluating whether, if deemed appropriate, to enclose it with an offer to settle any liability arising from the breach. For guidance on using our related bespoke notice of breach Precedents, see Practice Note: Drafting notices of Breach of contract.

When preparing a termination notice, it is vital to check that:

there is a valid basis for bringing the agreement to an end—see: Is there a right to terminate? below
where there are several grounds (or contractual clauses) for ending the contract, you select the most appropriate basis—see: Multiple grounds for terminating below
you consider whether the circumstances are such that...

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Web page updated on 22/05/2026

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