Commercial contracts lawyer in São Paulo, Brazil
We draft, review and negotiate Brazilian-law commercial contracts — services, supply, distribution, technology and confidentiality — including agreements between Brazilian and foreign parties.
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. Civil Code arts. 421 and 421-A support contractual freedom and agreed risk allocation. The presumption of equal bargaining positions is rebuttable and does not displace special laws, good faith or the social function of contracts. Precise drafting must therefore reflect both the transaction and its legal limits.
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 and exit, distinguishing resale from commercial agency and checking when Law 4,886/1965 applies.
- 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 an assessment of outstanding obligations on exit.
Three clauses that deserve attention in a dispute.
In a contractual dispute, three points deserve attention: 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, penalties and other obligations may also be decisive, depending on the dispute.
Exit requires care. Art. 473 of the Civil Code permits unilateral termination on notice where the law expressly or implicitly allows it. Where considerable investments were made to perform the contract, notice takes effect only after a period appropriate to their nature and scale. Ignoring this rule may lead to disputes over the termination date and possible damages, even if the contract contains an immediate-exit clause.
For commercial agency, Law 4,886/1965 provides a minimum indemnity of one twelfth of remuneration under an indefinite-term arrangement when the principal terminates outside the grounds in art. 35. Fixed-term contracts have a separate rule in art. 27, § 1. Resale on the distributor’s own account does not automatically receive the same treatment: classification depends on the actual operation, not merely the contract title.
Brazilian-law contracts with a foreign party.
A contract does not become workable in Brazil merely because it was translated. The Brazilian-law version must reflect the commercial arrangement, the authority of each signatory and a practical route for notices, termination and disputes. We conduct the drafting and negotiation in English and prepare bilingual documents where the transaction requires them.
- Brazilian-law draftingDocuments built for performance in Brazil rather than adapted word for word from a foreign template.
- Review of the counterparty's draftA focused review of obligations, liability, termination, guarantees and provisions that may affect enforcement in Brazil.
- Negotiation in EnglishDraft exchanges and calls with legal and business teams abroad, while keeping the Brazilian-law position clear.
- Bilingual executionConsistent language versions, signing powers, electronic signature, notices and annexes organised for the transaction.
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 powers, signatures, annexes and the obligation itself — assessing direct enforceability under arts. 783 and 784 of the Civil Procedure Code.
- Life of the contractAmendments, price adjustments, notices and, where needed, an organised exit with an assessment of potential damages exposure.
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 and a written proposal before any step is taken. 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 require no special form, and e-mails may prove agreement depending on their content and authenticity. That does not automatically make them enforceable instruments. Direct enforcement requires an obligation that is certain, quantified or objectively quantifiable, and due (art. 783, Civil Procedure Code), as well as a legally recognised instrument, such as a document signed by the debtor and two witnesses (art. 784, III). Under § 4, electronic instruments may use a legally recognised electronic signature without witnesses where integrity is verified 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 by notice where the law expressly or implicitly permits it. If considerable investments were made to perform the contract, termination takes effect only after a period appropriate to their nature and scale. The clause, the reason for exit and any specific legal regime must be assessed before notice is served.
Does a limitation of liability clause hold up?
It may be valid, but it is not absolute protection. Civil Code arts. 421 and 421-A support contractual freedom and agreed risk allocation; concrete evidence can rebut the presumption of equal bargaining positions, and special statutory regimes remain applicable. Good faith, mandatory rules, consent and the conduct in dispute also matter. No universal percentage of contract value makes every liability cap valid.
Is it worth registering the contract at a notary office?
It depends on the objective. Registration at the Registry of Deeds and Documents may support proof and statutory third-party effects, but does not by itself turn every contract into an enforceable instrument: Civil Procedure Code arts. 783 and 784 must be met. For real-estate transactions, registration or annotation on the property record depends on the act and intended effect, such as creating a property right or making a particular clause binding on 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.
Can you review a Brazilian-law contract when one party is abroad?
Yes. We draft, review and negotiate Brazilian-law contracts where a Brazilian or foreign company is on either side. The review covers the commercial obligations and the provisions that affect performance in Brazil, including signing powers, notices, liability, termination and the dispute mechanism. Work can be conducted in English and bilingual versions can be prepared where needed.
Focused contracts and disputes
Dedicated pages for commercial relationships requiring their own treatment.
Have a contract to sign this week?
Send us the draft. We run an initial review and flag the points that deserve attention before signature. The review timetable is confirmed after we receive the documents.