Support in drafting, reviewing, revising and negotiating contracts, termination, penalty clauses and disputes arising from contracts.
A significant part of commercial and individual relationships is established through contracts. It is of great importance that the rights and obligations of the parties be clearly defined, that risks that may arise from the contract be foreseen in advance, and that the legal remedies available in the event of a dispute be correctly set out in the contract.
Contract Law encompasses the legal processes relating to the drafting, review, interpretation, performance, amendment and termination of contracts entered into between parties, as well as the resolution of disputes arising from breach of contract.
Our firm provides legal consultancy and attorney services in the field of contract law, particularly with respect to drafting contracts, contract review and revision, contract negotiations, commercial contracts, service agreements, sale and supply agreements, lease and real estate agreements, partnership agreements, confidentiality agreements, distributorship and dealership agreements, franchise agreements, license agreements, cooperation agreements, termination of contracts, penalty clauses, compensation, and disputes arising from contracts.
Contract law is the branch of law concerned with regulating the legal relationships established between two or more parties and their mutual rights and obligations. The mere fact that a contract has been signed does not mean that all of the parties' rights are secured. It is important that the contract be lawful, that it accurately reflect the intentions of the parties, that it clearly define rights and obligations, that it address risks, that it set out the conditions for termination, and that it establish the methods to be applied in the event of a dispute. For this reason, reviewing a contract from a legal standpoint before it is signed can provide important legal protection against disputes that may arise in the future.
Contracts can be drafted to suit the needs of the parties and the subject matter of the agreement; the drafting process may address matters such as the rights and obligations of the parties, the subject matter of the contract, payment and delivery terms, the term of the contract, termination conditions, penalty clauses, compensation provisions, confidentiality, intellectual property, non-competition, force majeure, and dispute resolution. Reviewing a contract drafted by the other party from a legal standpoint before signing is important for understanding the obligations to be assumed and the risks that may be faced; contract review assesses one-sided obligations, ambiguous provisions, limitations of liability, penalty clauses, termination provisions, payment terms, jurisdiction and dispute resolution, confidentiality, non-competition, and intellectual property provisions. Where an existing contract does not sufficiently protect a party's interests, its provisions can be revised; the purpose of the revision process is not merely to change the text of the contract, but to identify the legal risks the party has assumed and make the contract clearer and more balanced.
Particularly in commercial contracts, conducting the negotiations between the parties correctly is just as important as drafting the text of the contract; during negotiations, the party's legal and commercial interests may be safeguarded with respect to provisions such as price and payment terms, liability, security, penalty clauses, the term of the contract, termination, exclusivity, competition, confidentiality, and jurisdiction and dispute resolution. In long-term commercial relationships, the signing of the contract is not the end of the legal process but its beginning; during the performance of the contract, it is important to monitor matters such as time limits, renewal dates, payment obligations, delivery dates, notices, the right of termination, penalty clauses, and security.
Where one of the parties fails to perform its obligations under the contract, a breach of contract may arise; situations such as non-payment of the price, non-delivery of goods, failure to properly render a service, the provision of goods or services that do not conform to the contract, breach of a confidentiality obligation, failure to meet a delivery deadline, or termination of the contract in a manner contrary to its terms may require legal assessment. With respect to termination of a contract, the provisions of the contract and the relevant statutory rules must be assessed together; in the termination process, matters such as whether a right of termination exists, the ground for termination, the termination period, the notice obligation, the form of termination, post-termination obligations, and compensation and penalty clauses are important. The subject matter of the contract, the intention of the parties, mandatory rules of law, and other conditions set out by law are important for the legal validity of a contract; in assessing the invalidity of a contract, the particular circumstances of the case and the nature of the contract must be examined.
Penalty clauses may be included in contracts to secure the parties' performance of their obligations; it is important that matters such as which breaches the penalty applies to, its amount, the conditions for its application, its relationship to the principal debt, and its enforceability be clearly set out. Where a party suffers damage as a result of a breach of contract, compensation claims may arise according to the circumstances of the specific case; material damage, lost profit, direct damage, the contractual penalty, and other heads of damage may be legally assessed.
Companies and merchants enter into numerous contractual relationships within the scope of their commercial activities. Our firm can draft sales, supply, service, framework, dealership, distributorship, agency, franchise, license and cooperation agreements, or review existing contracts. In contracts for the sale of goods or products, it is important that matters such as the subject matter of the sale, the price, the method of payment, delivery, the passing of risk, defective goods, warranty, liability, and termination be clearly set out. In commercial relationships involving the continuous supply of goods or services, matters such as ordering, delivery, price, payment, quality standards, delay, penalty clauses, liability, and termination of the contract may be set out. In relationships where one party undertakes to provide a specific service and the other undertakes to pay a fee in return, it is important that service agreements clearly define the scope of the service; in professional consultancy agreements as well, matters such as the scope of the service, the consultant's obligations, fees, duration, confidentiality, intellectual property, liability, and termination should be set out.
In partnership relationships, it is important to determine in advance not only the share ratios of the parties, but also how the company will be managed and how any disputes between the partners will be resolved; partnership agreements may address matters such as the partners' capital contributions, share ratios, management, voting rights, profit distribution, share transfer, withdrawal from the partnership, non-competition, confidentiality, and dispute resolution. In dealership relationships, it is important that the parties' commercial rights and obligations, territorial authority, sales targets, pricing, and termination of the contract be clearly set out. Distributorship agreements may set out matters such as territory, exclusivity, sales targets, supply, price, trademark use, competition, and termination in detail. In an agency relationship, it is important that the agent's authority, field of activity, commission, the term of the contract, and the conditions for termination be clearly determined. Franchise agreements set out the rights and obligations of the parties with respect to the use of the trademark, business model, and commercial system; the agreement may include provisions on trademark use, the franchise fee, territory, operating standards, training, advertising, confidentiality, non-competition, and termination.
During commercial relationships, the parties may disclose trade secrets or confidential information to one another; confidentiality agreements may set out obligations relating to the protection of information such as trade secrets, customer information, pricing information, business models, technical information, and business strategies. Where the subject matter of the contract involves the processing of personal data, the parties' obligations under data protection legislation may need to be separately addressed in the contract; in this context, matters such as the purposes of data processing, the roles of the parties, security obligations, data breach notifications, sub-processors, data transfer, and the status of the data upon termination of the contract may be assessed.
In residential and commercial leases, it is important that the contract be clearly drafted so as to define the rights and obligations of the parties; lease agreements may address matters such as the rent, conditions for rent increases, the deposit, the intended use, dues and expenses, maintenance and repair, sublease, assignment, and termination. In contracts relating to real estate, it is important that matters such as the parties' obligations, the payment schedule, delivery, land registry procedures, and termination of the contract be legally assessed. Employment contracts play an important role in defining the legal framework of the relationship between employer and employee; employment contracts may address matters such as duties and responsibilities, remuneration, working arrangements, fringe benefits, confidentiality, intellectual property, non-competition, and termination. Contractual arrangements may also be made to prevent employees or other parties to a commercial relationship from using important information belonging to the business or, under certain conditions, from competing directly; however, for such provisions to be legally valid, they must be drafted in accordance with the circumstances of the specific case and the limitations set out by law.
With the growth of digital commerce, entering into contracts electronically has become widespread; in electronic contracts, matters such as electronic communication, electronic signatures, digital approval, user agreements, terms of service, and the evidentiary value of electronic records have gained importance. E-commerce activities may require various legal documents, such as distance sales agreements, pre-contractual information, terms of use, membership agreements, seller agreements, and platform agreements. In commercial relationships between parties located in different countries, which law will govern the contract and which authority will have jurisdiction in the event of a dispute are important considerations; international contracts may separately address matters such as the applicable law, the competent court, arbitration, delivery terms, payment methods, currency, taxes, force majeure, and the language of the contract. In commercial contracts, the parties may also agree that certain disputes will be resolved through arbitration rather than before state courts; it is important that the scope of the arbitration clause be clearly and enforceably drafted.
Determining in advance how disputes under a contract will be resolved can clarify which method the parties will use in the event of a future disagreement; depending on the contract, one or more of negotiation, mediation, arbitration, enforcement proceedings, or litigation may come into play. When a contract is believed to have been breached, the contract is first examined to identify the breached obligation and the relevant provisions; the nature of the breach (default, defective performance, non-performance, or other forms of breach) is determined; the legal consequences, such as termination, a claim for payment, compensation, or a penalty clause, are identified; any notice and notification requirements set out in the contract or by law are examined and the necessary notices are given; and finally, the appropriate method of dispute resolution—negotiation, mediation, arbitration, enforcement, or litigation—is selected.
In drafting a contract, simply putting the parties' basic agreement in writing may not be sufficient. As far as possible, the contract should clearly address matters such as the identity and contact details of the parties, the subject matter of the contract, the parties' obligations, fees and payment terms, duration, delivery and performance conditions, liability, penalty clauses, security, confidentiality, intellectual property, non-competition, force majeure, termination, post-contractual obligations, and dispute resolution.
Using a lawyer to draft a contract is not mandatory in every case. However, particularly for high-value, long-term, commercial contracts, or those producing significant legal consequences, having the contract drafted or reviewed by a specialist lawyer is important for reducing legal risk.
No. The legal validity of a contract is assessed according to its subject matter, the intention of the parties, mandatory rules of law, and other conditions set out by law.
No. A penalty clause is not a mandatory provision in every contract. However, the parties may include a penalty clause in the contract under certain conditions.
Whether a contract can be terminated, and under what conditions, is determined according to the nature of the contract, its provisions, and the applicable legal rules.
Depending on the nature of the breach, claims such as specific performance, payment, compensation, a penalty clause, termination, or other legal remedies may arise. Which legal remedy applies must be determined by examining the contract and the specific case.
To the extent permitted by law, the parties may include a jurisdiction clause in the contract. However, it cannot be assumed that a jurisdiction clause will be valid for every dispute; the status of the parties and the nature of the dispute are important.
Depending on the type of dispute, mandatory mediation may be a precondition to filing suit. The procedure applicable to the specific dispute must be separately assessed.
The legal nature and validity of agreements made electronically are assessed according to the particular circumstances of the case, the type of contract, and the formal requirements set out by law.
Resolving a dispute that arises after a contract has been signed is often more complex and costly. Reviewing the contract beforehand can help identify obligations and risks that the party may not be aware of.
Contracts do not merely document an agreement between the parties; they also determine the parties' future rights, obligations, and liabilities, as well as the legal remedies available to them in the event of a dispute. For this reason, reviewing and negotiating a contract from a legal standpoint before it is signed is just as important as drafting it. Our firm provides legal consultancy and attorney services in the areas of drafting commercial and individual contracts, contract review and revision, contract negotiations, commercial contracts, sale and supply agreements, service and consultancy agreements, partnership agreements, dealership and distributorship agreements, franchise agreements, confidentiality agreements, license agreements, lease and real estate agreements, employment contracts, electronic contracts, international contracts, and disputes arising from contracts.