3.5.14 Termination

The remarks here apply to agreements between the contractor and owner and those between the contractor and subcontractor.
For any termination to be appropriate, performance must be so poor as to be considered a “material” breach (as opposed to a “minor” or “immaterial”) breach. The victim of a material breach may regard the contract as having been abandoned or terminated. The victim of a minor breach may sue for damages, but must continue its performance under the contract.
Because of the enormous significance of any move to terminate, the determination of what constitutes a material breach versus a minor one becomes the question.
A termination clause does not require a party to terminate the contract if there is a clear right to do so; it is merely an option. The party considering such a termination could instead allow the offending party to complete the contract, and sue for damages related directly to the potential cause for termination.