A contract may give one party a unilateral right to withdraw, terminate or alter a legal relationship. The wording of that right is only the beginning of the analysis.
The legal question
Romanian civil law requires rights to be exercised in good faith and prohibits their exercise with the purpose of harming another person or in an excessive and unreasonable manner contrary to good faith. A contractual power can therefore require scrutiny of its purpose, the contractual context and the way it was used.
What the research explores
Some academic approaches have treated discretionary rights as insulated from an abuse-of-right analysis. Floriana Tudor’s research argues against excluding them as a class. It examines good faith as a standard for assessing concrete conduct, while recognising that an adverse effect on the other party does not by itself prove abuse.
What to check before acting
Read the clause together with the rest of the agreement and the law governing it. Identify any notice, timing or procedural requirements. Document the business reason and assess whether the proposed action is consistent with the purpose of the right. If challenged, the chronology and contemporaneous documents will matter more than a generic assertion that the contract allowed the decision.
Based on Floriana Tudor, Good faith and the abuse of discretionary rights, 2024, and doctoral research on abuse of right.