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Rescission of the Contract

A free template and guide from the attorneys at ARROWS on how to avoid mistakes.

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Legal expert providing guidance on contract termination under Czech law.

Key takeaways

Contract termination (“withdrawal”) cancels the contract retroactively, as if it never existed.
Always confirm you have a valid legal or contractual ground—otherwise you risk a dispute and damages liability.
Your notice must be properly drafted and, most importantly, provably delivered to the other party.
After termination, both parties must return what they received; damages or contractual penalties may still apply.
The most common mistakes are vague grounds, missing formal requirements, and terminating without a legal basis.

DO YOU NEED ASSISTANCE WITH CONTRACT WITHDRAWAL?

Contact us, and we will protect your legal interests.

ARROWS law firm

Do you need to withdraw from a contract because the other party is not fulfilling their promises? In this article, you will not only get a free contract withdrawal template but also a clear guide on how to take this step correctly under Czech legislation. We will explain when you can withdraw from a contract, what the consequences are, and why a lawyer's assistance is crucial for protecting your interests and minimizing damages.

Contract Withdrawal Template with Commentary by ARROWS

This template serves as a basic guide. To ensure legal certainty, we always recommend adapting the text to your specific situation, ideally after consulting with a lawyer.

Withdrawing Party: [Your company name / First name and surname]
Company ID No.: [Your Company ID No.]
Registered office: [Your registered office / address]
Entered in the Commercial Register kept by [court], Section [section], Insert [insert]

Other Contracting Party: [Company name / First name and surname of the other party]
Company ID No.: [Company ID No. of the other party]
Registered office: [Registered office / address of the other party]

In [Place], on [Date]

Subject: WITHDRAWAL FROM CONTRACT

Dear Ms./Mr. [surname of the executive/other party],


we hereby withdraw from the Contract for Work (hereinafter the "Contract"), concluded between us on [date of contract conclusion], in accordance with [state the provision of the contract, e.g., Article X of the contract] and/or [state the relevant provision of the law, e.g., Section 2002 of Act No. 89/2012 Coll., the Civil Code].

The reason for withdrawing from the Contract is a material breach of contractual obligations on your part, consisting of [describe the breach in detail and specifically here, e.g., failure to deliver the work even within an additional reasonable period, delivery of the work with irreparable defects preventing its use, etc.].

In view of the above, the Contract is hereby cancelled from the outset. We request the return of all performance we have provided to you under the Contract, specifically the return of the paid deposit in the amount of CZK ............., within 15 days of the delivery of this withdrawal to our bank account No. [your account number].

Sincerely,

[Your first name and surname]
[Your position]
[Your company name]

Properly established contractual relationships are the foundation of any business.

When is it possible to withdraw from a contract?

Withdrawing from a contract is a radical but often necessary step that cancels the contract from the very beginning. Before you proceed, you must be certain that you have a valid legal reason to do so. Otherwise, you risk being sued by the other party for your own breach of contract.

The reasons for withdrawal can be divided into two basic categories:

  1. By law: The most common statutory reason is a material breach of the contract by the other party. This can include, for example, failure to deliver goods on time, delivery of a defective product, or non-payment of the purchase price.

  2. Based on an agreement in the contract: A well-drafted contract should contain its own provisions that precisely define the conditions under which it is possible to withdraw from it.

Careful preparation of contracts, including clearly defined conditions for withdrawal, is the foundation of legal certainty in business. The lawyers at our Prague-based firm ARROWS specialize in drafting and reviewing contracts that protect our clients.

Our specialists will help you

JUDr. Lukáš Dořičák, LL.M., MBA

JUDr. Lukáš Dořičák, LL.M., MBA

advokát

doricak@arws.cz
JUDr. Ondřej Stehlík, LL.M., MBA

JUDr. Ondřej Stehlík, LL.M., MBA

advokát, partner

stehlik@arws.cz
ARROWS law firm

What is the difference between withdrawal and termination?

These two terms are often confused, but their legal consequences are completely different. While termination ends a contract for the future (typically applying to lease or employment contracts), withdrawal cancels the contract retroactively, as if it never existed. This entails an obligation for both parties to return everything they have already provided to each other.

FAQ – Legal Tips on Reasons for Withdrawal

1. What exactly does 'material breach of contract' mean?

It is a breach of an obligation which the breaching party knew or must have known at the time of concluding the contract that the other party would not have concluded the contract had it foreseen such a breach. Typically, this involves failure to meet key deadlines or the delivery of completely non-functional performance.

2. Can I withdraw even if it is not explicitly stated in the contract?

Yes, if statutory reasons arise, such as the aforementioned material breach of contract by the other party. However, the contract may further specify or expand upon these statutory reasons.

Formal Correctness is Key

Withdrawal from a contract is a unilateral legal act. For it to be valid, you must deliver it to the other contracting party. We strongly recommend doing so in a demonstrable form – ideally via a data box or a registered letter with advice of delivery. The withdrawal notice must clearly and comprehensibly state the reason why you are withdrawing from the contract.

An invalid withdrawal from a contract can be considered a breach of contract on your part, which can lead to an obligation to pay damages. Therefore, consulting with a lawyer before sending the document is absolutely essential.

An incorrect withdrawal procedure can cost your company a significant amount of money and cause further legal complications. Take a look at the most common threats and how our Czech legal team at ARROWS can help you avoid them.

Risks associated with an incorrect contract withdrawal.

How ARROWS helps

Withdrawal without a valid reason – the other party can sue you for damages caused by the unauthorized termination of the contract.

Legal analysis of the situation – we will assess your case and confirm whether you have a valid reason for withdrawal.

Formal errors in the document – failure to state a reason, incorrect identification of parties, non-delivery. The withdrawal is invalid, and the contract remains in effect.

Preparation of a legally sound withdrawal notice – we will draft a document for you that meets all legal requirements.

Dispute over the legitimacy of the withdrawal – the other party disagrees with your reasons and refuses to return the performance.

Representation in a legal dispute – we will defend your rights in court and prove the legitimacy of your action.

ARROWS law firm

What happens after withdrawing from a contract?

The contract is terminated at the moment a valid withdrawal is delivered. This creates an obligation for both parties to return everything they have provided to each other under the cancelled contract (the so-called restitution obligation). Importantly, withdrawal does not extinguish the right to compensation for damages or payment of a contractual penalty if such a right has arisen.

If the other party is based abroad, the process of returning performance can be complicated. Thanks to our international network, ARROWS International, we are able to effectively handle cross-border disputes and ensure the protection of your rights abroad.

Risks to address and potential problems and penalties

How ARROWS helps

The other party refuses to return money/property – claiming the withdrawal is invalid or imposing unreasonable conditions.

Enforcement of claims for unjust enrichment – we will draft a pre-action letter and, if necessary, file a lawsuit for the surrender of unjust enrichment.

Dispute over the amount of the returned performance – disagreements regarding the wear and tear of the returned item or the extent of the work performed.

Legal negotiation and representation – we will help you negotiate fair settlement terms or represent you in the dispute.

Complications with an international element – different legal systems, language barriers, and complex delivery procedures.

International legal services – we will use our network and experience to effectively resolve your case abroad.

ARROWS law firm

Contract withdrawal is a powerful tool, but its incorrect use can do more harm than good. With over 15 years of experience and a portfolio of hundreds of corporate clients, we at ARROWS provide you with the certainty that your actions will be legally sound and strategically correct. We are also proud to connect our clients and create new business opportunities.

Most Common Legal Questions about Contract Withdrawal

1. Can I withdraw from only part of a contract?

Yes, if the performance under the contract is divisible, it is possible to withdraw from only a part of it. For example, if a supplier delivered only eight out of ten ordered machines on time, you may, under certain circumstances, withdraw only with respect to the two undelivered ones. However, each case must be assessed individually.

2. Does withdrawing from the contract also extinguish my right to a contractual penalty?

No. The right to payment of a contractual penalty that arose from a breach of duty before the withdrawal is preserved. Likewise, the right to compensation for damages is also preserved.

3. What if the other party 'does not accept' my withdrawal and insists on continuing the contract?

Withdrawal from a contract is a unilateral act; it does not require the consent of the other party. If it is valid, the contract is terminated upon delivery of the withdrawal notice. If the other party disputes its validity, a dispute arises which, in the last resort, will have to be decided by a court.

4. Is there a deadline by which I must withdraw from the contract?

Yes, you must exercise the right of withdrawal without undue delay after you have learned of the reason for withdrawal. Excessive delay could be interpreted as you accepting the breach.

5. Can I take back my withdrawal?

Not unilaterally. Once a valid withdrawal is delivered to the other party, the contract is terminated. It can only be reinstated by a new agreement between both parties. That is why it is important to think this step through carefully.

6. How do I know if I have a valid reason to withdraw?

Most often, it is a material breach of the contract or a reason explicitly stated in the contract. If you do not have a valid reason, the withdrawal may be invalid, and you risk liability for damages.

7. Must the reason for withdrawal be stated in the document?

Yes, the reason should be clear, specific, and demonstrable. Vague formulations are often insufficient and increase the risk of a dispute.

8. In what form should I deliver the withdrawal notice?

Ideally, in a demonstrable way – via a data box or a registered letter with advice of delivery. Delivery is key to the effectiveness of the withdrawal.

9. What happens after an effective withdrawal?

The contract is terminated, and both parties must return their performance (restitution obligation). The right to compensation for damages or a contractual penalty may be preserved.

10. Can the other party claim the withdrawal is invalid?

Yes, they typically dispute the reason or formal requirements. If the dispute is not resolved by agreement, it may be decided by a court.

DO YOU HAVE MORE QUESTIONS? GET IN TOUCH

ARROWS law firm

About the author

JUDr. Jakub Dohnal, Ph.D., LL.M.
JUDr. Jakub Dohnal, Ph.D., LL.M.

Associate, managing partner

Jakub Dohnal is a solicitor and managing partner at ARROWS. He specialises in company sales, investor equity investments and property transactions — most often representing the owner who is selling a company whose value they have built up over many years and who needs the transaction to be completed on the agreed terms.

Disclaimer:

The information contained in this article is for general informational purposes only and serves as a basic guide to the issue as of 2026. Although we strive for maximum accuracy, laws and their interpretation evolve over time. We are ARROWS Law Firm, a member of the Czech Bar Association (our supervisory authority), and for the maximum security of our clients, we are insured for professional liability with a limit of CZK 400,000,000. To verify the current wording of the regulations and their application to your specific situation, it is necessary to contact ARROWS Law Firm directly (consultation@arws.cz). We are not liable for any damages arising from the independent use of the information in this article without prior individual legal consultation.