Can you exit an indefinite contract? An Update

The point arose in the case of Zaha Hadid Ltd v The Zaha Hadid Foundation [2026] EWCA Civ 192, a dispute between the Zaha Hadid Foundation, which owned the ZAHA HADID trade marks, and Zaha Hadid Limited, which paid royalties to use them. 

The Court of Appeal held that, in the absence of clear wording creating a truly perpetual arrangement, an agreement of indefinite duration did not irrevocably bind the parties forever and could be terminated on reasonable notice. 

Supreme Court update

Following publication of the Court of Appeal's judgment, the Foundation sought permission to appeal to the Supreme Court. 

On 8 July 2026, the Supreme Court refused permission to appeal, concluding that the application did not raise a point of law of general public importance. 

The Court of Appeal's decision therefore stands, providing a strong indication that, absent clear wording to the contrary, commercial agreements expressed to continue "indefinitely" may be terminable on reasonable notice. The key consideration in the case was the Court of Appeal's distinction between contracts of "indefinite" duration and genuinely "perpetual" contracts. 

Businesses reviewing long-term commercial arrangements should ensure that the agreement wording clearly and accurately reflects their intentions on duration and termination rights. If the intention is to create a truly perpetual or irrevocable relationship, the parties will need very clear contractual language to achieve that result. Where the contract is silent or the language unclear, the courts may be reluctant to conclude that the parties intended to be bound indefinitely and may find that the agreement is terminable on reasonable notice.