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Eversheds guide to commercial contracts across Europe

Eversheds guide to commercial contracts across Europe

  • United Kingdom
  • Commercial and IT

12-11-2015

Eversheds guide to commercial contracting across Europe

Contracting across Europe can be tricky. Whilst there is some European (or at least EU) wide law, each European country has its own legal system and own body of law.

How can we help?

At Eversheds we have offices in 20 European countries and can support you in navigating the different rules and requirements.

Download, view or share the Eversheds guide to commercial contracting across Europe

Commercial contracting across Europe

Contractual terms that are common in one country may be prohibited or mean something quite different in another.

For example:

– in Austria it is not possible to exclude contractual liability for breaches of contract caused by ‘wilful intent’ whereas in England this would be permissible (subject to the exclusion being drafted clearly)

– what constitutes ‘indirect’ loss varies in different European countries. In some countries, such as Lithuania, ‘indirect’ loss is broadly the income a party is deprived of by virtue of a breach of contract. In other countries the concept is much more limited and will only cover certain categories of loss that arise due to the special circumstances of one or both parties

– many European countries permit contracting parties to agree what they please in relation to when a contract can be terminated, whereas other countries’ laws require a reasonable period of notice to be given (which may be longer than the contractual notice period).

Aside from these differences, many civil law countries oblige parties to negotiate in good faith before a contract is even concluded. Traditionally such a requirement has not existed in England or other common law countries and can restrict the parties in the positions they want to take in negotiations. It is therefore important to consider and agree not only what law should govern the ultimate contract between the parties but also what law should govern their pre-contract negotiations as well as any heads of terms the parties enter into.

Additionally, in some European countries contracts are formed relatively easily and a party may become bound once all key terms are agreed (even though the contract hasn’t yet been signed). Steps can often be taken to reduce this risk, such as using ‘subject to contract’ (or the local equivalent) on all draft documentation and correspondence but it is important to check the local position to find out what the appropriate precautions are.

Download, view or share the Eversheds guide to commercial contracting across Europe

Why work with us?

Eversheds is unique in having in its commercial contracting group a dedicated set of lawyers whose one function in life is to deliver effective contractual arrangements for their clients.

Our team of 'relationship lawyers' focus on the commercial reality that matters to ensure that your contracts deliver the value and benefits you need. Given our dedicated approach to this we can be cost effective and insightful, anticipating issues and areas that need to be addressed that your own team may not have thought of.

In addition, with our contract process review programme we can help you put in place systems that address not only the major high profile relationships but also your business as usual relationships.

Any questions?

Local contacts for our offices are contained within this guide. If you have any country-specific questions or need case-specific advice, please do not hesitate to contact them. If you would like any further information about the guide generally or have any comments on it, then please contact Tom Bridgford.

For more information contact

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