In a recent case, Tripro Consulting, LLC v. CACI-Inc.-Federal, 2025 WL 1832849 (MD Fla. 2025), a cybersecurity subcontractor argued it was improperly terminated under a provision that allowed the contractor to terminate it for convenience if it was in the contractor or government’s (owner) best interest. An argument the subcontractor raised was that the manner in which it was terminated was improper because the person that transmitted the termination letter wasn’t the authorized person per the subcontract. Among other reasons the court found this argument unpersuasive, the court found that any improper transmission is immaterial suggesting this would not rise up to a material breach of the subcontract.

Here is what you should know.

Termination for convenience provisions are important provisions as they give a party broad discretion to end a contractual relationship (for any reason). Key provisions in construction contracts for the paying party to include. These are very hard to overcome because courts aren’t interested in rewriting contracts you believe are after-the-fact bad bargains. If you want this right, or you are against this right, make sure it gets negotiated on the front end in the contract.

Further, the fact the trial court found any improper transmission of the termination immaterial is interesting. Maybe this would have been viewed differently if this dealt with a termination for default. Here, the court found that the termination was properly transmitted by the contractor to the subcontractor, but still discredited the argument by suggesting an improper transmission would not rise up to a material breach. This is more of a slippery slope and could easily be viewed differently in other contexts where not complying with the contract’s termination procedure is deemed to be a material breach. If exercising a termination provision, make sure you do so per the requirements of the contract – don’t rely on the argument that any improper transmission is immaterial.