Review of Commercial Contracts under English Law

Commercial contracts define the rights, responsibilities and risk allocation agreed between businesses and other market participants. A well-drafted agreement can provide certainty, protect commercial interests and establish clear procedures for managing performance, changes, disputes and termination. 

By contrast, unclear, inconsistent or unsuitable terms may expose a party to unexpected liability, restrict its commercial flexibility or make enforcement more difficult. Legal review is particularly important where a contract has been prepared by the other party, adapted from an overseas template or drafted for a different transaction. 

Our London office reviews English-law commercial contracts for companies, investors, directors, entrepreneurs and other domestic and international clients. 

The legal framework 

Commercial contracts governed by English law are subject to common-law principles concerning their formation, interpretation, performance, breach and termination. Depending on the nature of the transaction, legislation may also imply terms, regulate particular contractual provisions or restrict the exclusion of liability. 

For example, certain exclusions and limitations of business liability may be subject to the Unfair Contract Terms Act 1977 and its requirement of reasonableness. Liability for death or personal injury caused by negligence cannot be excluded, while other attempts to restrict negligence liability may be effective only where the applicable statutory requirements are satisfied. 

Additional requirements may arise in relation to the sale and supply of goods and services, misrepresentation, data protection, competition, intellectual property, employment, agency, financial services, anti-bribery compliance and sector-specific regulation. 

A contract involving consumers requires a different assessment from a purely business-to-business agreement. Cross-border contracts also require careful consideration of governing law, jurisdiction, arbitration, enforcement and mandatory rules applying in other relevant countries. 

The contract-review process 

Our review begins with understanding the proposed transaction, the client’s commercial objectives and its role under the agreement. This enables us to assess not only whether the drafting is legally effective, but also whether it reflects the intended commercial arrangement. 

The review may include: 

• Identifying the parties and their authority, including corporate status, capacity and execution requirements; 

• Examining the scope of the goods, services or other obligations and whether they are defined with sufficient precision; 

• Reviewing pricing and payment provisions, including taxes, interest, price adjustments and disputed invoices; 

• Assessing warranties, indemnities and liability provisions, including exclusions of liability, liability caps and recoverable losses; 

• Checking performance standards, acceptance procedures, milestones and remedies for delay or non-performance; 

• Reviewing intellectual property, confidentiality and data-protection provisions; 

• Considering the contract’s duration, renewal, suspension and termination rights; 

• Examining change-control, assignment, subcontracting and force-majeure provisions; 

• Assessing governing-law and dispute-resolution clauses; and 

• Identifying inconsistencies, undefined terms and practical enforcement risks. 

Our findings can be presented through amendments to the draft, written comments, a risk summary or a revised agreement, depending on the client’s requirements and the stage of negotiations. 

Common contracts we review 

We advise on a wide range of commercial agreements, including: 

• sale, supply and distribution agreements; 

• services, consultancy and outsourcing agreements; 

• manufacturing and licensing arrangements; 

• software, technology and intellectual-property agreements; 

• confidentiality and non-disclosure agreements; 

• franchise and cooperation agreements; 

• terms and conditions of business; 

• shareholders’ and investment agreements; and 

• cross-border framework and joint-venture agreements. 

How we can assist 

We can identify provisions that are legally uncertain, commercially unbalanced or inconsistent with the client’s objectives. We can propose alternative drafting, explain the practical consequences of key terms and support negotiations with the other party or its advisers. 

Where a contract originates in another jurisdiction, we can adapt it for use under English law and identify provisions that may not operate as intended. We can also coordinate with foreign lawyers, tax advisers and specialist professionals where the transaction involves multiple legal systems or regulated activities. 

Our multilingual team provides assistance in English, Hungarian, German, Spanish, Russian and Turkish, enabling us to support international clients and review foreign-language background materials efficiently.