Contracts Drafted by a Lawyer

Contract Drafting by a Lawyer

Contracts are like teeth: neglect them and they get expensive.

Many businesses have templates that have been in use for years, occasionally patched, but left at some point in a version no one quite remembers – copied, not updated. Consistent with the GTC? Unknown. GTC properly incorporated at all? “Think so.”

That is not a professional position. In an era where everyone checks everything with an AI, it is also no longer sustainable. If any of it turns out to be void, the document is worth nothing.

For international businesses in Germany: If your contracts were originally drafted under English or US law, they are likely to have structural problems under German law. Common issues include warranty exclusions that are void in consumer contracts, limitation of liability clauses that do not work as intended, and dispute resolution clauses that create unexpected results.

Contracts Drafted or Reviewed

Have your contracts drafted or reviewed by a lawyer who knows contract law. Particularly for employment contracts – where the law changes constantly – the approach described above is genuinely dangerous. But for other standard contracts too, such as:

• Supply agreements
• Service agreements
• Commercial leases
• Partnership and cooperation agreements
• NDAs
• Health and safety agreements

regular updates to reflect the current legal position are more than advisable – they can mean the difference between winning and losing a dispute.

Common Problems in Contract Documents

• GTC are not validly incorporated. Result: All protective clauses are ineffective.
• Liability or warranty is broadly excluded. Result: The clause is void; full statutory liability applies.
• “Amendments must be in writing.” Result: This clause is often itself void.
• Referenced annexes are missing or contradict the main text. Result: Uncertainty about what was actually agreed.

Void Clauses Are Dangerous

If a contract clause is void – or worse, if the GTC were never validly incorporated at all – the statutory default applies. That is at least something, but it is rarely business-friendly. And you will not discover this at the time of signing, only when there is a dispute: exactly when it is too late to change anything.

In consumer-facing contracts everything must be current. If a required right of withdrawal notice is defective, the withdrawal period does not start running until over a year later. If it was not required at all, you have inadvertently created a withdrawal right where none was necessary.

Both happen without any action by the other party – through an avoidable error in your own text.

Standard Form Contracts Are GTC

From a legal standpoint, contract templates are GTC even if the heading says “Contract” rather than “Terms and Conditions.” It is enough that they are pre-formulated by the user and intended for multiple use. That is always the case with a template. Only the individually negotiated text fields fall outside that rule.

GTC law changes frequently and carries constant risk of invalidity. This is not an area where a one-off review is enough.

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