Lawyers are often accused of using two terms when one does. It seems, however, that in some cases it would be desirable to distinguish between the extension and extension of a contract. The outcome of this case would probably have been different if it had simply been stated that the underlying contract could be « renewed » after its termination date and that the remaining costs had survived the termination of the contract and continued « until the expiry of the customer contracts, since they could be renewed or renewed ». If, after the expiry of the contract, the parties continue to fulfil their respective contractual obligations without a renewal agreement, it is likely that there will be a tacit contract between the parties under the expired contract. In order to avoid uncertainty as to the terms of such a tacit contract, the parties should terminate all measures of the contract until an extension or a new formal contact is agreed or, at the very least, give priority to the extension of the term agreement, which will also cover the period following expiry. The Tribunal finally considered the extension of the BSG/CheckVelocity agreement and concluded that the contracting parties used the concept of « extension » in the sense of an extension of the contract for an additional period, with the same conditions and obligations as a previous contract. The Court concluded that the concept of `extension` had to be interpreted uniformly throughout the agreement and decided that the second agreement, which required additional services and modified the essential terms of the first agreement, was not a `renewed` agreement and therefore there were no residual duties due. At the end of its initial contract, BSG sued CheckVelocity, arguing that CheckVelocity`s failure to pay royalties allegedly due after the determination of the survival of its previous contract constituted an infringement. The contract provided that the payment of an intermediation fee, described as « more honorary » in the contract, survived the termination of the contract and continued « until the expiry of the customer contracts, since they could be renewed ». Alternatively, if an extension of the term does not involve additional payment, the parties may consider entering into an act of modification or an agreement with a nominal consideration in order to avoid future disputes regarding the validity of the consideration granted. There comes a time when every contract ends; But what if the parties do not want it, but there are no provisions on renewal rights in the treaty? On this blog, we analyze best practices regarding the renewal of contracts that do not have an explicit right to renew. These were the intermediation costs resulting from an agreement between CheckVelocity and a customer referred by BSG to CheckVelocity at the time of conclusion of the contract.
The question was whether an agreement between CheckVelocity and the customer, signed at the expiry of the BSG/CheckVelocity contract, was an extension of the first agreement (and therefore subject to royal arrears) or whether the second was an entirely new contract that replaced the first agreement. . . .