Questions about contract review
Questions about contract review
Which contracts can be reviewed?
The contract type, applicable law and your objective determine the scope of review. Annexes and actual processes are also relevant. Clarify in advance whether a brief review or a comprehensive revision is required.
Can an online template be legally reviewed?
Yes. Suitability, mandatory rules and missing individual agreements must be examined. A template that appears professional is not automatically appropriate for Swiss law or your case.
Is it worthwhile reviewing contracts used for many years?
Yes, especially when the business model or law has changed. Existing obligations cannot, however, be replaced simply by introducing a new template. Amendment and implementation form part of the review.
What does a contract review cover?
Validity, interpretation, risks, enforceability and achievement of objectives can be examined. The specific instructions determine the depth of review. A risk analysis does not guarantee that no dispute will arise later.
Complex questions from practice
How can conflicting provisions in the main contract and its annexes be identified and clearly resolved?
All documents and incorporation mechanisms must be considered together. An agreed special provision may take precedence over standard wording. Have remaining inconsistencies expressly resolved.
Create a document list with versions and execution dates. Check whether annexes were actually incorporated and which special agreements exist. An agreed order of precedence facilitates application; remaining inconsistencies should be specifically amended. New standard wording does not automatically remove an earlier individual commitment.
How can contractual liability limits be designed to match the actual risk and insurance cover?
Types of loss, insurance, mandatory limits and potential third-party claims must be considered. A low amount is not automatically valid or commercially sensible. Exceptions must be precisely worded.
Compare typical loss scenarios with the agreed caps. Relevant issues include multiple losses arising from the same cause, claims spanning several years and third-party claims. A commercially sensible provision should clearly show which losses are covered and where exceptions apply. Insurance cover must be verified rather than assumed.
What options do I have to amend an already signed contract containing unfavourable clauses?
Not unilaterally merely because of dissatisfaction. Mutually agreed amendments, statutory grounds for challenging the contract or termination rights must be examined. Deadlines and continuing obligations must still be observed.
First clarify the purpose of the amendment and the legal options available. A mutually agreed addendum should clearly state which existing clauses are replaced. Existing obligations may continue until then. Dissatisfaction with the commercial outcome alone does not entitle a party to arbitrarily rewrite the contract unilaterally.
What risks must I examine if a contract provides for foreign law and jurisdiction abroad?
Applicable law, jurisdiction and enforcement are separate questions. Mandatory protective rules may apply. A contract may be economically difficult to enforce even where the claim is substantively justified.
Treat choice of law, jurisdiction and enforceability as three separate levels. Procedural costs, language and the accessibility of assets may affect enforcement. Before signing, examine whether the arrangement matches the commercial risk. A substantively strong claim may be of little practical value if enforcing it requires disproportionate effort.