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03. Contracts Law

Legal background and Expertise

Short considerations regarding the contracts under the Romanian Legislation:

  • Types: the Civil Code regulates general rules regarding the conclusion, amendment or cessation of the contracts, the parties being able to conclude any contract which observes the compulsory law requirements ("unnamed contracts"). On the other hand, the Civil Code also provides specific rules for several types of contracts which apply in case the parties did not provide otherwise ("typical contracts");

  • Definition: the agreement of two or more parties constituted with the intention to conclude, amend or cease a legal relationship;

  • Good-faith: the Civil Code provides expressly the obligation of the parties to act in good faith both before and during the contract;

  • Formation: as a general rule, for the formation of the contract, the agreement between the parties is sufficient. However, in some cases, the law provides a specific form (written or authenticated form) or procedure (hand over of the object) for the valid conclusion of the contract;

  • Conditions: the essential conditions for the validity of the contracts are: capacity and acknowledgment of the parties, a determined and legal object and a moral and legal cause;

  • Nullity: the contracts can be declared null and void by the Courts (or even by the parties) in case a legal provision was breached when the contract was concluded, if the law does not stipulate another sanction;

  • Assignment: the Civil Code provides the possibility of the parties to assign the contract to a third party in certain conditions;

  • Termination: the effects of the contract can be terminated for several reasons, such as: parties' agreement, unilateral termination, expiry of the term of the contract, fulfillment or non-fulfillment of a specific condition etc.

Our expertise:

  • drafting SPAs (both asset deal and share deal) for several Real Estate transactions;

  • drafting short versions of lease agreements (for smaller tenants) and more complex lease agreements for anchor tenants including clauses regarding aspects such as: break option, based/turnover rent, go-dark, fit-out works, reps and warranties, securities (deposit, LBG) etc;

  • drafting services/consultancy agreements in the IT/energy/other sectors for the parties involved in the provision of different types of services, such as: consultancy in the energy field, web development, development of software programs, termination agreements of labor contracts etc.;

  • drafting individual and collective bargaining agreements, internal regulations and job descriptions.

Contact us

We conclude contracts daily, without even noticing it: When we buy bread, when we put gas or when you buy a watch or that important wedding ring. Maybe in these cases there is no need to have a professional standing next to you, but in case you engage yourself in a professional relationship with someone or if you want to buy or lease a high-value asset, it would be best to have your adviser next to you to guide you through all the legal aspects that need to be covered.

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