Commercial contracts lawyer in São Paulo, Brazil
We draft, review and negotiate the contracts your operation runs on — services, supply, distribution, confidentiality — focused on who answers for what when something goes wrong.
5,0 · 18 Google reviewsA good commercial contract is not the longest one: it is the one that answers quickly the three questions a dispute raises — who delivers what, what happens if it fails and how the parties get out. Since Brazil’s Economic Freedom Act (Law 13,874/2019), the Civil Code presumes civil and commercial contracts to be balanced and symmetrical (art. 421-A), with minimal judicial intervention. What is written carries more weight than it used to.
The contracts we draft and review.
- Services agreementsScope, service levels, price, indexation, ownership of what is created and a clean exit rule.
- Supply and purchaseLead times, quality, acceptance, warranty, late-delivery penalties and rebalancing when input costs spike.
- Distribution and sales agencyTerritory, exclusivity, targets, termination and the indemnity under art. 27(j) of Law 4,886/1965.
- Confidentiality (NDA)What counts as confidential, for how long, which exceptions apply and what happens on a leak.
- Technology, software and SaaSLicence, availability, personal data and liability for service interruption.
- Review of an incoming draftThe other side sent its paper. We flag what is market standard, what is negotiable and what should not be accepted.
- Termination and renegotiationTermination on notice, a period matched to the investment made (art. 473, Civil Code) and a clean exit deed.
The three clauses that decide the dispute.
When a commercial contract turns into litigation, the argument almost always runs through the same three clauses: scope (what exactly was bought), termination (how you get out, and with how much notice) and limitation of liability (how much you pay if it goes wrong). Jurisdiction and penalties come later. These three come every time.
Termination is the most underestimated. Art. 473 of the Civil Code allows unilateral termination on notice, but the sole paragraph is where it bites: if the other party made considerable investments to perform the contract, the notice only takes effect after a period matched to the nature and size of those investments. A contract that ignores this produces damages even with an immediate-termination clause.
Distribution and sales agency add a further layer. Law 4,886/1965 guarantees the commercial representative, on termination without cause, an indemnity of no less than one twelfth of all remuneration earned over the life of the contract — a liability that grows quietly, year after year, and is almost never provisioned.
How we run the case.
- Map the business, not the templateBefore drafting, we map the real flow: who delivers, when, what can fail and what each failure costs.
- Draft plus risk matrixThe contract comes with a one-page summary of the risk points and the alternatives for each of them.
- Negotiation with the other sideWe run the exchange of drafts, separating market standard from what is negotiable and what should not be conceded.
- Signature and formalitiesSigning authority, witnesses, electronic signature and annexes — what decides whether the contract is directly enforceable (art. 784, Civil Procedure Code).
- Life of the contractAmendments, price adjustments, notices and, where needed, a termination handled so it does not become damages.
What to bring to the first conversation.
Documents that speed up the review
If the contract does not exist yet, describing the operation is enough. If it does, the fuller the history, the sharper the diagnosis.
- Draft or signed contract, with every amendment
- Commercial proposals and negotiation e-mails
- Invoices and proof of payment
- Purchase orders and delivery reports
- Notices already sent or received
- Articles of association and signing powers
- Price list and indexation rule
- Records of breach: tickets, minutes, messages
First read of your draft at no cost, with no obligation. Informational content under Brazilian Bar Association Rule 205/2021 — it does not replace an assessment of your case.
What clients say on Google.
“From the very start I was looked after exceptionally. The team is attentive and explains every step.”
Amanda M. · Google“Excellent, highly qualified professionals. I highlight the professionalism, the service and the honesty.”
Rita G. · Google“Very polite, patient, always with precise, accurate answers. I recommend them with no reservations!”
Thais T. · GoogleReal client reviews published on Google.
Who leads this area.
Partner in charge of the corporate practice (OAB/SP 344.334). Postgraduate in Business Law (FGV), advising on the drafting and negotiation of commercial contracts, corporate matters, trademarks and data protection. Member of AASP and of the AIPLA. Fluent in English.
Meet Renato FalchetCommon questions.
Do we need a written contract, or is an e-mail order enough?
Many commercial contracts are valid without written form, but an e-mail proves little about scope, deadlines and liability — and it is not directly enforceable. A private document signed by the debtor and two witnesses is an enforceable instrument (art. 784, III, Civil Procedure Code). For electronic contracts, art. 784 accepts electronic signature and waives the witnesses where integrity is certified by a signature provider.
Can we terminate at any time if the contract allows it?
Not always. Art. 473 of the Civil Code allows unilateral termination on notice, but its sole paragraph requires a matched period where the other party made considerable investments to perform. Immediate termination of a long-term contract is one of the most common sources of damages claims in Brazil.
Does a limitation of liability clause hold up?
Between companies it generally does, and the Economic Freedom Act strengthened that ground: art. 421-A of the Civil Code presumes parity and symmetry, and art. 421 sets minimal intervention and the exceptional nature of judicial revision. The cap is challenged where there is wilful misconduct, defective consent or demonstrated imbalance — so the figure must be proportionate to the contract value.
Is it worth registering the contract at a notary office?
It depends on the objective. For proof of date and content, registration at the registry of deeds and documents helps. For enforceability, what matters is signature with witnesses or a valid electronic signature. For contracts involving real estate, it is registration on the property record that produces effect against third parties.
How much does drafting or reviewing a commercial contract cost?
We work with a fixed fee per contract, set once we understand the complexity: number of parties, value at stake, duration, exclusivity and whether there will be negotiation with the other side. For companies with recurring volume there is a monthly retainer covering drafting, review and day-to-day questions. The proposal comes in writing before we start, and the São Paulo Bar fee schedule serves as a reference floor.
Do you act for companies outside São Paulo, or abroad?
Yes. Contract work is remote by nature: video meetings, drafts by e-mail and electronic signature. We act for companies across Brazil and on contracts with a foreign party, in bilingual versions where needed.
Have a contract to sign this week?
Send us the draft. We read it at no cost and flag the points that deserve attention before signature. We reply within one business day.