1. C had a legal ground to terminate as failure to terminate would expose him to getting deprived of the benefit which he reasonably expected because of the owner’s failure to furnish him with the title to the site. If the owner refuses to adjust or revise the contract, it will not be in C’s favor to continue, but however if he continues and the material and shortages occur on top of the initial title delay, then this becomes a concurrence delay. Most standard contract documents require the contractor to keep working as instructed during the pendency of any dispute, while giving the contractor the right to make a claim for a price increase. Rarely does anything but nonpayment justify termination by a contractor. The greatest risk of the contractor in terminating a contract is that the termination could be determined by a court or arbitration panel to be wrongful. If the termination is proved to be wrongful, then C terminating the contract not only fails to collect its additional funds spent to complete the project, but must also pay A its contract payments through the date of termination and potentially the loss of profit on the work not performed. 2. Termination for convenience clauses are intended to provide the owner with the option to terminate the remaining balance of the contracted for work for a reason other than the contractor’s default. The owner can terminate the balance of the work for convenience as long as there is a termination for convenience clause in the contract. However, if the contract does not contain a termination for convenience clause, and the owner terminates the contract before the work is complete, then the contractor would be entitled to the value of the work completed plus profit that he or she would have earned on the balance of the contract. The subcontractor will be entitled to recover the net benefit conferred on the prime contractor/owner. Also the subcontractor did waive its right to terminate the prime for non-payment as it continued to perform. 3. Typically, a termination for convenience clause states: “Owner may at any time and for any reason terminate Contractor’s services and work at Owner's convenience. Upon receipt of such notice, Contractor shall, unless the notice directs otherwise, immediately discontinue the work and placing of orders for materials, facilities and supplies in connection with the performance of this Agreement. Upon such termination, Contractor shall be entitled to payment only as follows: (1) the actual cost of the work completed in conformity with this Agreement; plus, (2) such other costs actually incurred by Contractor as are permitted by the prime contract and approved by Owner; (3) plus ten percent (10%) of the cost of the work referred to in subparagraph (1) above for overhead and profit. There shall be deducted from such sums as provided in this subparagraph the amount of any payments made to Contractor prior to the date of the termination of this Agreement. Contractor shall not be entitled to any claim or claim of lien against Owner for any additional compensation or damages in the event of such termination and payment.” From a contractor’s point of view, the owner’s exercise of a termination for convenience clause can impact the contractor’s contract profit. Simply stated, if the contract is terminated for convenience, the contractor will not earn the profit that was anticipated when the contract was executed. If the contract is terminated, the amount paid to the contractor may not recapture the contractor’s home office overhead that was allocated to the contract. If a contract does not include a termination for convenience clause, termination for anything less than cause should entitle the terminated contractor to its loss profits for the project. It is however important to note that before executing a subcontract, a subcontractor should always review the termination clauses in that subcontract. If the subcontract contains a clause that if a termination for cause is later determined to have been improper, the termination automatically converts into a termination for convenience, the subcontractor should object to the clause.