By Scott Cahalan and Samatha Caldwell

On September 30, 2025, the Supreme Court of Georgia issued a decision that should serve as a cautionary tale for contract drafters. Citing precedent dating back to 1896, the Court held that contracts for continuous performance of indefinite duration are terminable at will by either party upon notice.

The contracts at issue-right of way contracts-stated they would remain in effect until the parties formed a new agreement. The contracts did not specify a fixed duration or end date. The Court determined they were of indefinite duration and, therefore, terminable at will because they required continuous performance without a definite duration by time and the event specified for ending the contracts -entering into a new agreement-is subject to one party’s complete discretion. The Court clarified that a contract is not considered indefinite merely because it lacks a set end date or period of time. Rather, it becomes indefinite if there is no assurance when and whether the stated event, such as forming a new agreement, will ever occur.

This decision underscores the importance of clearly defining contract duration to avoid unintended termination rights.

State of Georgia v. Dovetail Communication LLC, et al., Case No. S25A0635.