Practice Areas
Contracts and Corporate Advisory
Drafting, negotiating and monitoring performance of agreements at every stage of a commercial relationship.
In the rapidly shifting dynamics of commercial life, a dispute is born as a rule not on the day proceedings are filed, but on the day the contract is concluded, the risks are not foreseen, or the understanding is not recorded. The preventive-law approach we adopt accordingly aims to identify the legal risks a business faces while contract negotiations are still under way, to design mechanisms that forestall disputes, and to build sound contractual foundations aligned with commercial objectives.
In the ongoing and project-based advice we provide to companies, it is not only the formal elements of agreements that are carefully constructed, but also arbitration and alternative dispute resolution clauses, penalty provisions, termination regimes and limitations of liability. Every stage of the advisory process, every legal opinion and every obligation performed is documented in line with the written and email records and regular reporting standards contemplated by Article 199 of the Code of Civil Procedure and emphasised in the case law, so that both internal oversight and evidential strength in any future dispute are secured to the highest degree.
Scope of Services
- Design and Negotiation of Commercial Agreements: dealership, distribution, franchise, supply, non-disclosure (NDA), licence, sale and service agreements, including the management of negotiations
- Dispute Resolution and Arbitration Clauses: drafting valid and enforceable arbitration clauses, jurisdiction provisions and governing law articles in domestic and international agreements
- Written Communication and Process Reporting: documenting the performance of advisory work through email, digital confirmations and periodic reports under Article 199 of the Code of Civil Procedure, and reviewing compliance of commercial books and records
- Corporate Governance and Company Law: preparation of general assembly and board resolutions, amendments to articles of association, capital increases and reductions, and signature circular procedures
- Legal Risk and Due Diligence: legal review and risk reporting in mergers, acquisitions, share transfers and restructuring
- Contract Management and Termination Strategy: performance, default, formal notices, penalty claims and the exercise of just or valid termination mechanisms
Frequently Asked Questions
- What are the advantages of an arbitration clause, and what should be watched for?
- An arbitration clause allows commercial disputes to be resolved more quickly than before the general courts, before specialist arbitrators and on a confidential basis. For the clause to be valid, however, it must be drafted in clear language that leaves no room for doubt and reflects the parties' intention to arbitrate with certainty. Because contradictory or ambiguous wording produces pathological arbitration clauses that invite jurisdictional objections and prolong the process, the arbitration rules and the governing law must be defined in full when the contract is designed.
- How is performance under advisory and service agreements proved before the courts?
- As the case law makes clear, in disputes over claims and obligations arising from advisory and service agreements, proof that the service was actually rendered is critical. Under Article 199 of the Code of Civil Procedure, email correspondence between the parties, drafts transmitted digitally, meeting minutes and regular performance reports are accepted by the courts as binding evidence. Because advisory work conducted orally creates serious difficulties of proof, recording all legal opinions and guidance in writing and reporting them by confirmed email is essential.
- What risks does a company run by using standard-form contracts?
- Standard-form contracts obtained from the internet or general sources do not reflect the particular risks of the commercial relationship in question, the dynamics of the sector, or recent legislative change. Poorly drafted penalty clauses, ambiguous termination provisions or exclusion-of-liability articles that may be struck down can leave a company defenceless when a dispute arises. Every commercial relationship should be protected by agreements designed specifically for it, with a risk analysis carried out in the manner expected of a prudent merchant.
- Can pre-contractual correspondence be used as evidence in a dispute?
- Yes. Offers made before the contract is concluded, letters of intent (LOI) and correspondence between the parties constitute important evidence in interpreting the provisions of the agreement and in establishing the parties' true intentions. All email and records generated during negotiations should therefore be managed carefully, with their binding effect in mind.
The explanations on this page are for general information only and do not constitute legal opinion. Every dispute must be assessed on its own facts.
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