Key takeaway
A contract described as running “indefinitely” is not necessarily intended to last forever. In Zaha Hadid Limited v The Zaha Hadid Foundation [2026] EWCA Civ 192, the Court of Appeal held that an open-ended trade mark licence could be terminated by the licensee on reasonable notice, despite the agreement giving an express termination right only to the licensor. The decision reinforces the importance of stating clearly whether a long-term commercial contract is perpetual, terminable on notice, or subject to a fixed duration.
If you have ever drafted or signed a licence, distribution agreement, or services contract that simply says it runs “indefinitely,” and quietly assumed that meant “until we both agree to walk away,” the Court of Appeal has some news for you.
In Zaha Hadid Limited v The Zaha Hadid Foundation [2026] EWCA Civ 192, the Court had to work out what happens when a long-term commercial relationship has no fixed end date and, crucially, only one side was given an express right to walk away on notice.
The answer matters well beyond the world of architecture and royalty payments. It is relevant to anyone drafting or relying on an open-ended commercial contract.
What happened in Zaha Hadid Limited v The Zaha Hadid Foundation?
Back in 2013, Dame Zaha Hadid licensed her name and trademarks to her own architecture practice, Zaha Hadid Limited, in exchange for a 6% royalty on a broadly defined stream of income.
The licence said it would run “indefinitely.” It gave the Foundation, which inherited the trademarks on Dame Zaha’s death in 2016, an express right to terminate on three months’ notice, or immediately for serious breach. It said nothing about the Company’s right to terminate.
Fast forward to 2024, and the Company wanted out, or at least wanted to renegotiate. It gave a year’s notice purporting to terminate the licence.
The Foundation’s response was, in essence: not so fast, you were never given a termination right, so you are bound in perpetuity.
The Company’s counter was that it could not sensibly have agreed to be locked into a royalty arrangement forever with no exit.
At first instance, the Company lost. On appeal, it won. The Supreme Court subsequently refused the Foundation permission to appeal on 8 July 2026.
Does “indefinitely” mean a contract lasts forever?
A perpetual contract is one the parties genuinely intended to run forever, with no built-in mechanism, express or implied, for bringing it to an end short of breach.
An indefinite contract simply has no fixed end date. Critically, though, it contemplates that it may end at some point; the parties just have not said when.
As Sir Colin Birss, the Chancellor of the High Court, giving the leading judgment, explained, describing something as “indefinite” is fundamentally different from describing it as “perpetual”. The two are not synonyms.
Applying the established approach from Winter Garden Theatre, the Court asked two questions:
- Was the contract intended to run in perpetuity, or was it capable of termination at all?
- If it was of indefinite duration, what period of notice would be reasonable?
Here, the licence used the word “indefinitely”, not “perpetually”, which the Court regarded as an important starting point against the Foundation’s argument that the arrangement was intended to be unbreakable.
It would be a striking result to bind a company indefinitely to promote and pay royalties for the use of a founder’s personal brand with no means of exit simply because the agreement did not expressly provide the Company with a termination right.
For another example of how reasonable notice can arise in open-ended commercial relationships, see our article on reasonable notice and termination of informal commercial arrangements.
Can one-sided termination rights prevent the other party terminating?
The Foundation’s strongest textual argument relied on the principle expressio unius est exclusio alterius: the expression of one thing may imply the exclusion of another.
In plain terms, the licence gave the Foundation an express right to terminate and said nothing about the Company. Did that silence mean the Company had deliberately been left without one?
The Court of Appeal said no, or at least not automatically.
It treated expressio unius as one factor to weigh rather than a decisive rule. The mere fact that one party has an express termination right does not necessarily demonstrate that the parties intended to exclude any termination right for the other party.
The Court found nothing elsewhere in the licence that was inconsistent with the Company having a right to terminate on reasonable notice. Construed as a whole, the agreement was therefore terminable by the Company on reasonable notice.
This is arguably the most practically important part of the decision.
Many commercial contracts are drafted asymmetrically, whether because one party has greater bargaining power or because precedent wording has been carried forward without much thought to the other party’s exit rights. The case shows that asymmetric drafting will not necessarily be treated as a complete and deliberate allocation of termination rights. The contract still has to be construed as a whole.
For a broader look at how contractual termination rights operate, see our article on terminating a contract and what businesses need to know.
When is reasonable notice assessed for an indefinite contract?
The relevant circumstances for assessing reasonable notice are those existing when the notice is given, rather than simply the circumstances that existed when the contract was originally entered into.
In this case, the Foundation accepted that, if the Company had a right to terminate on reasonable notice, the 12 months it had given would constitute reasonable notice. The Court therefore did not itself need to determine whether 12 months was reasonable.
Will courts imply termination rights into commercial contracts?
The decision should not be read as meaning that every indefinite contract automatically carries a right to terminate on reasonable notice.
The Court was construing this particular agreement in light of its wording and commercial context. The question is ultimately one of contractual interpretation. English courts remain cautious about implying contractual terms simply because they would make an agreement more commercially convenient.
For related analysis, see our article on implied terms in commercial contracts and The Maltese Falcon.
What does the Zaha Hadid case mean for long-term commercial contracts?
A few practical points follow.
- One-sided termination rights are not necessarily one-sided in practice. If a contract gives only one party an express right to terminate, do not assume that the other party is necessarily locked in forever. The agreement still needs to be construed as a whole.
- “Indefinite” and “perpetual” are legally different concepts. If the intention really is that an agreement cannot be terminated on notice, that outcome should be addressed clearly rather than left to implication.
- Build in a fixed notice period if certainty matters. Leaving “reasonable notice” to be determined years later, potentially in a very different commercial context, creates uncertainty that can be avoided by specifying the period expressly.
- Commercial context still matters. Courts will consider the agreement as a whole when deciding whether the parties intended an arrangement to be genuinely perpetual or simply open-ended.
If you want a contract to run indefinitely but remain terminable, say how. If you intend one party to have no right to terminate on notice, make that intention clear. And if you want certainty over the length of notice, put a number on it.
Leaving the issue unresolved invites a court, potentially many years after the agreement was signed and the commercial relationship has changed substantially, to decide what the parties’ contract means.
Barnes Law’s Commercial Law team advises businesses on commercial agreements, termination rights, contractual interpretation and disputes arising from long-term commercial relationships. For more information, please contact our Commercial Law solicitors to discuss how we can support you.
Written by Barnes Law Managing Partner Yulia Barnes.
