Contracts

It is useful for understanding the structure, not for signing. Templates usually come from another jurisdiction or another kind of business, and the problem is not what they say but what they leave out: the specific scenario that can actually occur in your operation. If the client already has a form, we start from it and adjust it, which is normally faster and cheaper than drafting from scratch.

A short report in business language separating what is acceptable, what is negotiable and what should not be signed as drafted. Every comment comes with the alternative wording we propose and an explanation of the risk taken on if the clause is accepted as it stands. The decision to sign is the client's; what we deliver is the information needed to make it.

Yes, if the client prefers it. We take on the negotiation in full, or come in as support to the commercial team where the relationship with the counterparty is sensitive and it is better for the lawyer not to be the visible face. Before starting we agree which points are non-negotiable and where there is room, so that it is not discovered at the table.

A description of the deal and of how it is actually performed, whatever draft or form already exists, and the background: negotiation emails, purchase orders, earlier contracts with the same counterparty. If something relevant is missing we say so at the outset and adjust the scope before starting, rather than writing on assumptions.

Almost never. The first step is to build the file: which obligation was breached, since when, what the contract says and what was put in writing. From there we set the route, which may be a formal demand, a notice of default, enforcement of a guarantee or a termination agreement. If the claim does end up before a court or an arbitral tribunal, it arrives with the evidence already in order.

It depends on what was agreed and on the reason. Some contracts allow termination for convenience with notice, others only for breach, and certain contract types carry their own rules under the Commercial Code that cannot be set aside by agreement. We review the text and how the contract has actually been performed before recommending an exit, because terminating badly costs more than continuing.

As a general rule commercial contracts require no particular form and electronic execution is admissible: Law 527 of 1999 recognises the evidential value of data messages and electronic signatures. There are important exceptions, such as transactions requiring a public deed. What we review is how the record shows who signed and which version of the text was signed, which is where disputes usually arise.

Yes. It is common in contracts with software vendors, parent companies or clients abroad. We review the document in English and analyse what the chosen governing law and forum mean in Colombia, particularly where performance takes place here. Where an opinion on another country's law is required we say so, and it is coordinated with counsel in that jurisdiction.