Termination of Contract and Deposit: Commentary on Order No. 21317 of 2024

On July 30, 2024, the Court of Cassation issued Order No. 21317, addressing a matter of significant importance in the field of contracts: the distinction between a claim for contract termination and a claim for the legitimacy of withdrawal. The ruling represents an important clarification for jurisprudence in this area, especially regarding the application of Article 1385 of the Italian Civil Code.

Legal Context

The case originated from a dispute between S. (M. F. P.) and G. (S. A.) concerning the legitimacy of withdrawal from a contract and the retention of the confirmatory deposit. In particular, the Court examined whether the claim for contract termination could be considered a new claim compared to the claim for the legitimacy of withdrawal.

In general. A claim for contract termination does not constitute a new claim compared to the one with which the non-breaching party has originally requested a declaration of the legitimacy of their withdrawal pursuant to Article 1385, paragraph 2, of the Civil Code, with the simultaneous retention of the confirmatory deposit, as the action of withdrawal is a form of termination by operation of law.

Analysis of the Maxim

The maxim reported in the Order highlights a fundamental aspect: the claim for termination is not to be considered a new procedural act, but rather a continuation of the initial claim aimed at obtaining a declaration of legitimate withdrawal. This aspect is based on the principle that withdrawal, justified by contractual clauses or situations of non-performance, is already in itself a form of contract termination, as provided by law.

• Article 1385 of the Civil Code: Rules on the confirmatory deposit and its treatment in case of termination.
• Article 1453 of the Civil Code: General provisions on contract termination for non-performance.
• Jurisprudence: References to previous rulings that confirm this orientation.

Practical Implications

This ruling has significant implications for contractual parties. It clarifies that, should a party decide to withdraw from a contract invoking Article 1385, the subsequent request for termination should not be considered a new issue to be addressed, but a necessary continuation of the legal dialogue. This allows for greater fluidity in contractual disputes, avoiding the burdening of litigation with redundant claims.

Conclusions

In conclusion, Order No. 21317 of 2024 offers a clear interpretation of the relationship between withdrawal and termination of contracts, simplifying the management of disputes related to the confirmatory deposit. Legal professionals and contracting parties must keep this orientation in mind to address contractual issues that may arise in a conscious and strategic manner.