Practice areas
Commercial law – legal certainty for companies.
Business decisions are taken under uncertainty. Our task is to reduce that uncertainty to what cannot be avoided: through robust contracts, a realistic assessment of claims, and an approach that weighs effort against return.
General information. The legal assessment depends on the circumstances of each case.
Circumstances
Clarify the context
Evidence
Preserve documents
Deadlines
Explain any urgency
Approach
Discuss the next steps
Overview
Two levels: structuring and dispute
Commercial law is not a single field of law, but the sum of the rules by which companies conclude transactions, perform them and enforce them in the event of a dispute. In practice, the work falls into two levels. The first is structuring: contracts, general terms and conditions, security interests, powers of attorney and internal lines of authority. The second is dispute: unpaid invoices, defective deliveries, terminated contracts, conflicts among shareholders, and liability claims against corporate officers. The two levels are more closely linked than everyday business suggests – because how a dispute ends is usually decided by documents that were created months or years earlier.
That observation shapes our approach. When a mandate begins with a dispute, the first question is not who is in the right, but what can be proved. A claim that exists as a matter of substantive law but cannot be substantiated is of little commercial value; conversely, a weak legal position can be improved considerably by a complete documentary record. We therefore first review the contractual documents, correspondence, order confirmations, delivery notes and payment records and arrange the facts chronologically before we discuss a letter of demand or a lawsuit.
The second question is the commercial one. Proceedings tie up time, capital and attention, and the outcome is never promised. That is why, at the outset, we assess not only the prospects of success but also enforceability: does the other side have identifiable assets? Is it solvent? Where are those assets located? A judgment against a company with no assets is an expensive piece of paper. We deliberately carry out this review before accepting the mandate, because it determines the sensible strategy – and sometimes argues for seeking a settlement rather than bringing a claim.
On the structuring side we work the other way around: from the typical dispute. Which clause actually matters when conflict arises? Where do companies fail in practice? Experience shows it is not exotic points of law, but fundamentals: general terms and conditions that were never validly incorporated. Framework agreements tailored to a different business model. Payment terms with no default provision. Jurisdiction clauses that do not hold in cross-border business. Such points only become visible when they start costing money.
A distinct focus lies at the interface with commercial criminal law. Payment fraud in day-to-day payment traffic – manipulated invoices, purported instructions from management, compromised email accounts – is now a standard risk for companies, no longer an exceptional case. Such matters require civil and criminal action at the same time, together with the swift involvement of banks and payment-service providers. How we work in these cases is described in detail in the Fraud & Scam practice area.
We advise mid-sized companies, management boards and shareholders, both on an ongoing basis and as the occasion requires. Representation in court proceedings is provided by practitioners admitted in the relevant locality; where the facts have a foreign element, we coordinate the cooperation and remain your central point of contact.
Typical matters
- Enforcing or defending claims, nationally and across borders
- Drafting and reviewing supply, services and framework agreements
- Preparing general terms and conditions and reviewing them for validity
- Shareholder disputes and questions of officers’ liability
- Payment fraud in payment traffic, including CEO fraud
- Contract termination, cancellation and unwinding
Frequently asked questions
What companies frequently ask us
The answers set out the framework in which we work. What applies in your case depends on the facts and on the evidence.
Risks
Where money is lost in practice
We encounter the following points regularly. None of them is exotic – and that is precisely what makes them expensive, because they go unnoticed in day-to-day business and only surface when a dispute arises.
General terms without valid incorporation
The terms exist, but were never transmitted in such a way that the other party could reasonably take note of them. In a dispute the statute then applies – without a limitation of liability, without a jurisdiction clause, without the agreed time limits.
Possible measures: review of the incorporation route, adjustment of offer and ordering processes, and a content review of the individual clauses.
Incomplete documentation
Services have been performed, but acceptance, variations or notices of defects were only agreed by telephone. Claims that exist as a matter of substantive law then cannot be proved, or only at considerable expense.
Possible measures: reconstructing the chronology from existing correspondence and, going forward, lean confirmation routines in day-to-day business.
Limitation and missed deadlines
Claims are left outstanding out of regard for the business relationship. Once the period has expired, the claim is practically worthless, even if it was undisputed.
Possible measures: a limitation review of outstanding items and, depending on the facts, suspension or a fresh start of the limitation period through appropriate steps.
A title without assets to enforce against
The case is won, but the other side has no assets or has already shifted them. The costs remain; the claim remains irrecoverable.
Possible measures: a review of the asset position before proceedings begin and, where permitted, interim relief to secure the claim.
Officers’ liability in a crisis
When inability to pay begins to emerge, the duties of management intensify. Late filings or payments made during the crisis can lead to personal liability.
Possible measures: a review of the duties to act and of the time limits, and documentation of the decision-making basis.
Payment fraud in the payment run
Manipulated invoices, altered bank details or purported instructions from management lead to payments to third parties. The loss arises within minutes; recovery is time-critical.
Possible measures: an immediate recall through the bank, preservation of evidence, and a review of insurance cover as well as criminal-law steps.
International
Commercial law with a foreign element
As soon as a contracting party, a payment channel or an asset lies abroad, three questions come before the actual question of law: which court has jurisdiction, which law applies, and where can a decision be enforced? This order is not academic. It determines whether proceedings ultimately produce a payment or a judgment that is of no use.
Frequently several forums are available. The choice is then a strategic decision into which duration of proceedings, rules of evidence, cost risk and enforcement prospects feed. We make that choice deliberately and not out of habit – and we align it with the locally admitted practitioners who will conduct the proceedings on the ground.
- Jurisdiction
- Within the EU, essentially under the Brussels Ia Regulation, with special forums for example at the place of performance. Jurisdiction agreements are valid, but must meet the formal requirements.
- Applicable law
- For contracts, under the Rome I Regulation; for non-contractual claims, under Rome II. A choice of law is permitted, but is limited by mandatory provisions.
- Recognition and enforcement
- In the European judicial area, in principle without a separate recognition procedure. Outside it, recognition follows national law and existing treaties.
- Language and service
- Service abroad and certified translations regularly lengthen proceedings. We factor this effort in from the outset rather than adding it afterwards.
Related information
Related information
- For businessesContracts, compliance, CEO fraud and shareholder disputes at a glance.
- Fraud & ScamPayment fraud, CEO fraud and fake invoices – immediate assistance and payment tracing.
- InternationalJurisdiction, applicable law, and recognition and enforcement abroad.
- All practice areasAn overview of the areas in which we advise and represent clients.
Contact
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- General information. The legal assessment depends on the circumstances of each case.