Domestic and International Contracts
We have extensive expertise in drafting contracts, which involves requirements ranging from the study of general legislation (Civil Code), the specific legislation applied to the regulated case, the chosen format of the technical terms, and appropriate language. All of these elements must be brought together in public or private instrument to represent the parties’ wishes and to reach the desired legal effects. Improper wording of the contracts may lead to their total or partial invalidity, misinterpretation by the parties or third parties or even final effects other than those desired or understood.
In the area of domestic contracts, we operate in various areas of personalized contracts for the regulation of different businesses, always respecting the applicable law, tailored to your business.
In the international field, contracts must follow some specific standards. International business mostly adopts plain English as the common language of communication, although for both parties, this might not be the native language. Thus, these deals regularly require at least one of the versions of the contracts to be drafted in English so that there is no variation in the interpretation of clauses arising from misleading translations.
However, more complex issues arise when electing the law that will govern the contract and, consequently, the jurisdiction of the country in which any questions related to the contract will be adjudicated. Contracts between companies of different nationalities generally elect international chambers of commerce with their regulations (for example, CCI) or major jurisdictions such as the United Kingdom, the US, Canada or China.
This choice of applicable law determines how the contract will be drafted, considering that, in simple terms, countries adopt two legal systems: common law and civil law.
Due to different legislations, contracts that will be interpreted under one or another jurisdictional model should be drafted in different ways to ensure their effectiveness. Considering that in the common law, there are no written norms to be followed, the contractual freedom of the parties is greater than in the civil law model, where the contractors must observe the legislation. As contractual freedom is greater in common law, contracts must establish all definitions, rights, privileges and obligations of the parties.