Extinguishment

In contract law, extinguishment is the destruction of a right or contract. If the subject of the contract is destroyed (such as through merging the contract subject and the contract obligation), then the contract may be made void. Extinguishment occurs in a variety of contracts, such as land contracts (common, copyhold), debts, rents, and right of ways. A right may be extinguished by nullifying that right or, in the case of a debt, discharged by payment in full or through settlement.

Contract law

Formation
Capacity Offer and acceptance Meeting of the minds² Abstraction principle^4,5 Posting rule¹ Mirror image rule Invitation to treat Firm offer Consideration^1,4 Implication-in-fact Collateral contract
Defences
Misrepresentation Mistake Threats and unequal bargaining power Illegality and public policy Unconscionability Culpa in contrahendo² Force majeure Frustration of purpose Impossibility Impracticability Hardship Set-off Illusory promise¹ Statute of frauds¹ Non est factum¹ Unclean hands¹ Accord and satisfaction¹ Exculpatory clause
Interpretation
Parol evidence³ Contract of adhesion Integration clause Contra proferentem UNIDROIT Principles
Dispute resolution
Choice of law clause Forum selection clause Hague Choice of Court Convention Arbitration New York Convention UNCITRAL Model Law Mediation Singapore Mediation Convention Enforcement of foreign judgments Hague Judgments Convention
Rights of third parties
Privity of contract¹ Assignment Delegation Novation Third-party beneficiary
Breach of contract
Anticipatory repudiation Cover Exclusion clause Efficient breach Deviation Fundamental breach
Remedies
Specific performance³ Money damages Liquidated, stipulated, or penal damages³ Rescission
Quasi-contractual obligations
Promissory estoppel¹ Quantum meruit¹ Unjust enrichment Restitution Negotiorum gestio²
Duties of parties
Duty of honest contractual performance (or doctrine of abuse of rights)⁶ Duty of good faith (also implied covenant of good faith and fair dealing or duty to negotiate in good faith)⁷ Contract A and Contract B⁶
Related areas of law
Conflict of laws Commercial law
By jurisdiction
Australia Canada China (mainland) Ireland India Saudi Arabia United Kingdom England and Wales Scotland United States
Other law areas
Tort law Property law Wills, trusts, and estates Criminal law Evidence
Notes
1 Specific to common law jurisdictions 2 Specific to civil and mixed law jurisdictions 3 Historically restricted in common law jurisdictions but generally accepted elsewhere; availability varies between contemporary common law jurisdictions 4 Specific to the German Bürgerliches Gesetzbuch and other civil codes based on the pandectist tradition 5 Explicitly rejected by the UNIDROIT Principles of International Commercial Contracts 6 Specific to Canadian contract law both in Québec and in the country's common law provinces 7 Specific to civil law jurisdictions, the American Uniform Commercial Code, and Canadian jurisprudence in both Québec and the common law provinces pertaining to contractual and pre-contractual negotiation

An extinguishment may be by matter of fact and by matter of law. If a creditor receives satisfaction and full payment of a debt and the creditor releases the debtor, then that is express extinguishment by matter of fact. If a person is renting land and subsequently becomes the owner of that same land by purchase or descent, the rent is extinguished through implied extinguishment by matter of fact.

There are numerous situations where a claim is extinguished by operation of law. If two persons are jointly but not severally liable for a simple contract debt, a judgment at common law obtained against only one of the debtors works as an extinguishment of the claim on the other debtor as a matter of law. A conveyance of mortgaged land by the mortgagor to the mortgagee extinguishes the mortgage. However taking a promissory note for the amount due on the mortgage does not deprive the mortgage holder of a right to a lien, but merely suspends its enforcement until the note is payable.

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