Contract Law in Germany – Legal Advice for Expats in Berlin

Contract Law Questions

If you come from a common law country – the US, UK, India, Australia – German contract law will surprise you. Not because it is more complicated, but because it works differently. The written contract is not the whole story: the Civil Code (BGB) fills gaps, limits what parties can agree to, and sometimes overrides what the contract says. That protection applies automatically, whether or not you know about it.

I advise companies and individuals in Berlin and throughout Germany, in English, on:

Drafting Contracts, Templates & Negotiation

When I draft a contract for you, you get something that fits your actual situation – not a template assembled from the internet and not a document so long that nobody reads it. If you have forms that have been running for years, I am happy to review them; there is usually something to find. Special topics here are General Terms and Conditions (GTC) and NDAs.

Contract Review

Before you sign anything, I can review the other side’s draft. A contract review tells you what you can accept and what you should push back on.

Performance Issues

When the other side does not perform as agreed, I help you enforce the contract as originally intended. If things escalate, I handle debt collection and enforcement – first out of court, then in court if necessary.

Getting Out of a Contract

Sometimes a contract can be challenged, withdrawn from, or terminated even after it has been signed. The right tool depends on the situation – using the wrong one can backfire.

What if there is no written contract?

Rare, but it happens. An oral contract is still a contract under German law – just hard to prove, and in some cases invalid (e.g. real estate purchases). The statutory rules then apply, and they are generally well balanced. Send me the situation and I will take a look.

Key Contract Types

Not every contract follows the same rules – and if you do not know that, you usually find out in a dispute. In a sale of goods, warranty exclusions in standard terms often backfire. In a work contract (Werkvertrag), acceptance is everything – it triggers the warranty period, shifts risk, and makes payment due. A service contract with freelancers requires careful attention to bogus self-employment rules. Shareholder loans to a GmbH must be at arm’s length or the tax office takes notice. Commercial leases often lack tenant protection clauses because nobody thought to include them. And in finance leasing, the lessee carries the economic risk – even though they are not the owner.

Short Contracts Last Longer

The contracts and GTCs I draft are usually shorter than clients expect – and shorter than many colleagues would produce. The reasons:

• Every unnecessary word is a potential liability.
• The BGB already covers a great deal.
• In B2C contracts, you cannot deviate far from the statutory rules anyway.
• Short, clear agreements build more trust than 30 pages in 8-point type.
• If you just restate the statute, you have to update the contract every time the statute changes.

One exception: in some situations it is easier for staff to point a customer to clause 3 than to look up the right paragraph in the BGB.

If what you are looking for is a thick document that looks impressive, I am not the right lawyer. As Goethe put it: “I am writing you a long letter because I do not have time for a short one.”

Contact: