Reviewing a contract governed by the law of another country

A contract governed by the law of another country is still a contract the business in England and Wales has to perform and live with, and much of what matters in it, the scope, the price, the payment terms, the liability cap and the termination rights, does not depend on which law governs. What does depend on it is whether the terms are enforceable and what they mean, and for that a local lawyer is needed. I review the contract from the side of the business in England and Wales and return it marked up with a written explanation of the commercial terms, the English rules that apply regardless of the choice of law, and the specific points on which local advice is needed, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales that have been sent a contract governed by the law of another country, a US state, an EU member state, Switzerland, Singapore, a Gulf state or elsewhere, by a customer, supplier, platform, distributor or partner, and want to know what they are signing before instructing a lawyer in that country or instead of doing so where the value does not justify it. Both parties are businesses; I advise on the law of England and Wales.

What to look for in a contract governed by foreign law

What an English solicitor can tell you, and what needs a local lawyer

I advise on the law of England and Wales, and I do not advise on the law of the country chosen. What I can do with a foreign-law contract is read it as a commercial document, identify the terms that would be unusual or one-sided under any law, mark up the commercial provisions, apply the English rules that bite regardless of the choice, and list the specific questions on which a lawyer in the chosen country needs to advise: enforceability of the limitation of liability, of the restrictive covenants, of the interest and penalty provisions, and of the termination rights, and any mandatory local rules the contract ignores.

The English rules that apply whatever law is chosen

A choice of foreign law does not switch off every English rule. Under section 27 of the Unfair Contract Terms Act 1977 the Act applies notwithstanding a choice of foreign law where the choice was imposed to evade the Act or where one party dealt as a consumer habitually resident in the UK; under section 12 of the Late Payment of Commercial Debts (Interest) Act 1998 the Act applies where the contract would have been governed by English law but for the choice of foreign law and the foreign law has no significant connection with the contract; and under Article 9 of Regulation (EC) No 593/2008 as retained, an English court applies the overriding mandatory provisions of English law regardless of the chosen law. The review identifies which of those apply to the contract in hand.

Jurisdiction: where you would sue and where you would be sued

The governing law clause and the jurisdiction clause are different, and a contract governed by foreign law with English jurisdiction, or the reverse, is common. The review checks where disputes are to be heard, whether the jurisdiction clause is exclusive, whether a judgment from that court could be enforced against the counterparty's assets, and whether arbitration under the Arbitration Act 1996 with a neutral seat would give the UK business a more enforceable outcome. The Civil Jurisdiction and Judgments Act 1982 gives effect in the UK to the Hague conventions on choice of court and on judgments, which the review takes into account.

The commercial terms that do not depend on the governing law

Scope, specification, price, payment period, currency, delivery, acceptance, service levels, the liability cap, indemnities, insurance, term, termination rights and exit provisions are commercial choices, and the review marks them up as it would in an English-law contract, so that the business gets the deal it intends whatever law governs. Where a term's enforceability depends on the foreign law, the review says so and lists the question for the local lawyer.

Data protection, employment and other rules that follow the business, not the contract

The UK business's obligations under the UK GDPR and the Data Protection Act 2018 apply to its own processing whatever law governs the contract, and a transfer of personal data to the counterparty needs a lawful mechanism under Article 46 unless adequacy regulations cover the country. The UK business's employees remain protected by English employment law, its exports remain subject to the Export Control Order 2008, and its compliance obligations under section 7 of the Bribery Act 2010 follow it abroad. The review checks that the contract does not require the UK business to act in breach of those rules.

Language, translation and the version that governs

Where the contract exists in two languages, the review checks which version prevails and whether the English version the business has been given is the binding one or a courtesy translation, and, where the binding version is in a language the business does not read, recommends a certified translation before signature. Article 12 of Regulation (EC) No 593/2008 as retained provides that the applicable law governs interpretation, so the meaning of a term is a question for the chosen law, and the review notes the terms whose meaning cannot be taken from their English equivalents.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

Is there any point in an English solicitor reviewing a contract governed by Dutch law?

For the commercial terms, the English rules that apply regardless of the choice of law, the jurisdiction and enforcement position, and a list of the specific questions for a Dutch lawyer, there is. The review does that and says plainly which points it cannot answer.

Can they use a foreign law to get around the Unfair Contract Terms Act?

Not where the choice of foreign law was imposed wholly or mainly to evade the Act: section 27 of the Unfair Contract Terms Act 1977 applies the Act anyway in that case and where a UK consumer is involved. The review considers whether that applies to the contract you have been sent.

The contract is in Spanish with an English translation. Which one counts?

The one the contract says prevails, and if it says nothing, the version the parties signed. The review checks the language clause and recommends a certified translation of the binding version where you have only a courtesy translation, because the meaning of the terms is a question for the chosen law.

Related guidance and services

• Contract review, £495, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a contract in translation
• Reviewing a contract with a counterparty in the EU

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.