You may withdraw only if the law or the agreement permits it, rather than simply because you wish to. Under civil law, the agreement is generally cancelled from the outset; under commercial law, it terminates when the withdrawal notice is delivered, with the effects prescribed by Section 351 of the Commercial Code. In commercial relationships, the right depends on whether the breach is material, allowing immediate withdrawal, or non-material, requiring an additional period for performance to expire unused. Withdrawal must be notified without undue delay.
Can you withdraw from an agreement at any time?
The most common misconception is that you can withdraw whenever an agreement no longer suits you. You cannot. A party may withdraw only where the law provides for it or the agreement permits it (Section 48(1) of the Civil Code). If the agreement contains no withdrawal right and the law grants none for the situation, unilateral withdrawal is invalid and the agreement continues. The grounds the parties agree therefore matter. We focus on them both when drafting and reviewing agreements.
What are the effects of valid withdrawal?
Under civil law, a valid withdrawal cancels the agreement from the outset (ex tunc), unless legislation or the parties’ agreement provides otherwise (Section 48(2)). The parties therefore return what they provided under it. The law gives a specific withdrawal right to someone who entered into an agreement in distress on conspicuously disadvantageous terms (Section 49).
How do commercial relationships differ?
In commercial obligations, the agreement terminates when the withdrawal notice is delivered to the other party (Section 349(1)). Under Section 351, the parties return the performance they received, but claims for damages, dispute-resolution provisions and other terms intended by their nature to survive termination remain in effect, for example. These effects therefore cannot generally be equated with cancellation from the outset under civil law. Here too, withdrawal is possible only in cases provided for by the agreement or the law (Section 344 of the Commercial Code). If delay constitutes a material breach, the other party may withdraw by notifying this without undue delay after learning of the breach (Section 345). For a non-material breach, the right arises only if the party fails to perform even within an additional reasonable period (Section 346). The distinction therefore determines whether withdrawal is available immediately or only after a further opportunity to perform.
Withdraw correctly and in time
Invalid or premature withdrawal may backfire: the other party may treat it as a breach by the withdrawing party. We therefore prepare and assess withdrawals individually. If a dispute has already arisen, we represent the client in court proceedings over the validity of withdrawal.
This answer provides general information on the law as at 10 September 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
