How to Review Preservation of Accrued Rights After Contract End

Friday 9 October 2026 is the signature date. Eluned runs ops for a 13-person UK own-brand of oak chopping boards. Birmingham ships the boards. The annual fee is £28,800. English law. Courts of England and Wales.

The packet — the papers you will actually sign — is the clean renewal of an agreement dated 1 March 2026. It is already performing. The hidden risk is a survival list treated as a delete key.

For example, the September invoice is £2,400, dated 30 September 2026, due 14 October 2026, for boards already dispatched. Forty boards were missing from an August Bath drop, about £560. That breach has already happened.

The 1 October Slack says clause 19 is all that remains. The invoice and the short-ship are unnamed, so both die. Deleting the preserve sentence changes nothing, it says, because the common law already agreed. The problem is that reading.

In practice the common law keeps rights that have already arisen, unless the contract clearly takes them away. A missing preserve sentence is not a court order that the invoice died.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

What does already vested cover before the contract ends?

Accrued rights are rights that have already arisen. The £2,400 is for boards already shipped. The £560 is a breach that has already happened. Future packs are a different row. Do write those two money rows first. Do not put a confidentiality clock on the same row.

Muckle LLP, 6 July 2023, checked 4 October 2026, calls accrued rights the bucket of claims that have already arisen. Their example is a delivery already due. See Muckle LLP on terminating a contract.

A clause that keeps operating, such as confidentiality, is a second bucket. The invoice is the first. Clause 8’s 24 months is the second. Mixing them is the typical mistake.

A guide checked the same day says money already due stays payable. It points the split at Photo Production Ltd v Securicor Transport Ltd [1980] AC 827. That report was not on a live HTML page on 4 October 2026. Use the guide as a map: Veqtor, what survives termination.

What does the common law keep if the preserve sentence is gone?

The old clause 17.4 said termination or expiry was without prejudice to rights accrued before that date. The clean copy deletes that sentence. It says all rights and obligations cease. Do log both wordings. Do not treat “the common law will sort it” as a finished row.

In Involnert Management Inc v Aprilgrange Ltd [2015] EWHC 2225 (Comm) (10 August 2015, paragraph 173), a serious breach does not wipe the whole contract. Further performance ends. A damages obligation remains. Whether one clause survives is construction. Not this invoice.

In Triple Point Technology, Inc v PTT Public Company Ltd [2021] UKSC 29 Judgment 16 July 2021. Lord Leggatt at paragraph 79: rights already arisen stay, unless clear words take them. Lady Arden at paragraph 48: wiping those liquidated damages would leave the clause of little value.

ContractKen’s glossary, checked 4 October 2026, says that without this clause, termination can extinguish fees and confidentiality together. That is the sales line, not paragraph 79: ContractKen, accrued rights.

How does a named survival list sit beside that sentence?

Clause 19 names confidentiality for 24 months, IP, and a non-solicit for 12 months. It says no other provision survives. That list is not the invoice. Do keep both rows. Do not let the list swallow 17.4.

Muckle says terms left off a survival list can still survive if that was the intention. Eluned’s clean copy tries to be the whole list. That is a different sentence.

How long the 24 months and the 12 months last is a different review. One sentence, then leave it: survival-list duration after expiry. The preserve sentence sits beside the list. Slack’s “the list already did it” is pressure, not a log.

When to treat “no other provision survives” as a wipe

An exhaustive list that never mentions accrued rights, stacked on “all rights cease,” is the clear-words risk. Paragraph 79 leaves that risk to the contract. Do mark it as a pause. Do not mark it as a reason the invoice is already cancelled.

Fenwick Elliott’s 2020 review, checked 4 October 2026, still says the Triple Point appeal is pending. The Supreme Court decided on 16 July 2021. Do not use that page for liquidated damages: Fenwick Elliott, termination and accrued rights.

Providence [2026] UKSC 1 is a JCT termination gateway, not the £2,400. Leave it.

How do you log the cap and the 90-day notice?

Clause 15 caps liability at fees paid in the prior 12 months. Clause 16 needs written notice within 90 days of awareness. Neither is on clause 19. Do give each its own row. Do not call the short-ship uncapped.

Involnert paragraph 173 names clauses which limit liability as a type that may be intended to survive. That is construction, not a promise the cap wins. The number on the cap is a different review: the liability-cap guide.

The 90 days is a clock on this packet, not a statute. Check when Eluned became aware of the short-ship. Add that date. Avoid a Limitation Act quote.

Two neighbours stay one sentence each. Whether remedies stack is the cumulative-remedies review. Whether the 14-day cure in clause 17.2 was used is the notice-and-cure review. Do not rewrite either hunt.

When to add the preserve sentence back or walk

Add the preserve sentence back beside clause 19. Stop “no other provision survives” if it is meant to kill vested fees. Walk if Slack is the bargain. The path is invoice → old 17.4 → clean 17.4 → clause 19 → cap → add, align, or walk.

Before you sign, one page should name the £2,400, the £560, “all rights cease,” and “no other provision survives.” Pause if the only support is “clause 19 already covers it.”

You are done when you can point to the sentence that pauses Friday. Verify the six rows. Negotiate the sentence back, or walk. Do not countersign on Friday.

A common pattern: upload the same PDF or DOCX after the log. Flags come back on that file.