Contract Drafting

Drawing up a contract is an integral part of any business transaction. When discussing the nuances and conditions of your cooperation with partners, it is extremely important to insert all the clauses in the contract in order to protect yourself from possible risks, as well as to make the partner understand that he can trust you.

You should pay special attention to the process of drafting the text of the contract. Otherwise, even if you are the one who drafted a contract, it can be used against you, in case where some of its clauses or provisions can be double-edged or if some of them are absent.

That is why, in order to avoid problems, we recommend you to seek for a legal advice and, if possible, professionals who will help you to draft a contract.

What is a business transaction from a legal point of view? In accordance with the legislation adopted in the Republic of Belarus (article 154 of the Civil Code), a business transaction refers to the actions of legal entities and individuals, the result of which is the termination or establishment of civil duties and rights, as well as making amendments to these rights and obligations.

In the Republic of Belarus it is allowed to conclude transactions in both written and oral way. At the same time, there is a list of transaction types that must be done in a written form. Nevertheless, all those transactions, not established in legislation, may be concluded orally. Particular attention should be paid to those transactions that must be concluded in a written form.

Written form of transaction

Written form of transaction means that the text of the document should be presented either in a hard copy or electronic media. Some cases include special requirements for documentation. For example, in some cases, the contract must be drawn up on specific forms.

Which transactions requires hard copies?

·        Transactions between legal entities.

·        Transactions between a legal entity and natural person.

·        Transactions between citizens for an amount the size of which is not less than 10 times the size of the base value.

When a notarization or a state registration is required?

Notarization is required for some transactions at the legislative level. It is necessary for marriage articles, property pledge agreements and other transactions. In addition, it can be carried out upon request of both parties of the transaction.

The requirement for mandatory state registration of transaction is also established by legislation. It is necessary for licensing agreements on the use of trademarks, agreements on the conveyances of real estate property, etc.

It is important to understand that if you ignore the requirements regarding notarization or state registration of those transactions for which this is mandatory, such transactions will be considered invalid.

What should the agreement include?

According to the Civil Code of the Republic of Belarus, an agreement can be considered concluded if the parties have come to an agreement on all its essential conditions. If an agreement on these terms is not reached, then the agreement is not considered concluded. However, in this case the question arises: what clauses of the agreement are considered essential to make a transaction?

Such clauses include the subject of an agreement, as well as those conditions that are established in the legislation for this type of transaction. In addition, essential conditions may include those that one of the parties considers as such and draws up this request in a statement.

When concluding an agreement, special attention should be paid to the following clauses:

·        the expiration of the contract term

·        the established price and the amount

·        the liability of both parties

·        the correct definition of the object and purpose of the treaty

What are the risks for both parties?

It is important to formulate correctly all the key points of the transaction in the contract in order to avoid unpleasant moments in the future. What may seem insignificant at the stage of making a transaction may play a cruel joke in case of further disagreement.

That is why the legal examination of documents will help you to protect yourself from a number of risks. In agreement, sometimes even one word can change completely the meaning of the whole condition. However, it can not always be noticed on your own.

The lawyers of Beliaevs & Partners have extensive experience and deep theoretical knowledge in matters of legal examination of documents and transaction support. Our lawyers treat each case individually, always listen to all the wishes of the client and take into account his needs.

If you need help in drafting a contract, making amendments to the charter or other issues relating to the legal side of business, our specialists will always be able to help you. To contact us, just leave a request on our website.