Expertise
Contract Drafting & Review
Counsel for governance, commercial agreements and the obligations behind business decisions.
Corporate & CommercialDiscuss a Contract or Compliance Matter
From commercial instructions to an executable agreement.
This service concerns drafting, redlining and implementation of a particular agreement. For the broader allocation of commercial risk across negotiations and ongoing relationships, see Commercial Contracts.
Contract validity, form and enforceability
The legal form depends on the transaction. Validity, proof, enforceability, registration and effects on third parties are distinct questions.
The drafting sequence
| Stage | Output |
|---|---|
| Instructions | Parties, authority, transaction, commercial objective and non-negotiables. |
| First draft | Operative obligations, price, milestones and risk allocation. |
| Redline | Proposed changes with commercial consequences and open decisions. |
| Execution | Approvals, signatures, required form and conditions precedent. |
| Implementation | Notice details, deliverables, renewal and exit controls. |
Terms that need an express decision
Define scope, acceptance, price and taxes, payment, change control, warranties, liability allocation, confidentiality, data or intellectual-property rights, termination and dispute resolution as relevant. Not every agreement needs every clause, and a template cannot decide the commercial allocation for the parties.
Match the agreement to its use
Supply, services, distribution, lease, confidentiality, shareholder and other commercial agreements have different risks. Identify the business process and legal constraints before selecting the form. Employment documentation is reviewed under its separate labor-law framework.
Agree the deliverables
The scope may include a first draft, marked-up counterparty document, issues list, negotiation support or execution checklist. State the documents, revision rounds, negotiations and ancillary filings included. A drafting engagement does not automatically include dispute representation or every tax and regulatory filing.
Questions before drafting
Must every contract above ₱500 be in writing?
No. Article 1403’s Statute of Frauds covers specified categories, including its particular goods/chattels/things-in-action provision. It is not a universal ₱500 rule for all contracts. Performance, ratification and the distinction between enforceability and validity matter; other transactions may have independent form requirements.
Does having no arbitration clause force litigation?
Not necessarily. The parties may later agree to arbitration or settlement where lawful. Without a valid agreement, however, one party cannot assume it can compel contractual arbitration. Forum and jurisdiction require separate analysis.
What is needed for a useful first draft?
The actual deal terms, parties, authority, proposed documents, commercial priorities and expected signing date.
Discuss Your Matter
Provide only high-level information reasonably necessary for conflict and scope screening. Engagement is subject to conflict checking and written acceptance.
People
Relevant counsel and support.
Assignments follow the firm’s assessment of fit, conflicts and scope.
Related firm insights
Begin with the issue