An international commercial agreement should explain both what the parties must deliver and what happens if the relationship breaks down. A short reference to English law may leave important questions unresolved, particularly where the parties, performance and assets are in different countries.
Identify the parties and the commercial bargain
Confirm the exact legal entity signing the contract and the signatory's authority. Set out deliverables, acceptance criteria, payment currency, deadlines and the process for changes. Consider how liability limits, termination rights and intellectual property provisions fit the transaction. Standard terms should be checked against the actual deal and the mandatory rules that may apply.
Separate governing law from the dispute forum
The law governing the contract and the forum deciding a dispute are distinct choices. A court-jurisdiction clause needs careful drafting. If arbitration is chosen, consider the institution or rules, the legal seat, the language and the number of arbitrators. The seat is a legal concept and is not necessarily the physical location of every hearing.
Review arbitration wording after the 2025 reforms
The Arbitration Act 2025 reforms came into force on 1 August 2025, subject to transitional provisions. Under the new rule on the law of an arbitration agreement, an express choice for that agreement takes priority; without one, the default is the law of the seat. Choosing a law for the main contract does not, by itself, count as an express choice for its arbitration agreement.
This makes it particularly useful to review clauses copied from older contracts. The parties should consider the law of the main contract, the law of the arbitration agreement and the seat together. Existing proceedings require separate consideration of the transitional rules.
Consider enforcement at the outset
Ask where the counterparty's assets are located and obtain advice on the relevant enforcement rules before selecting a dispute mechanism. A favourable judgment or award does not guarantee recovery. Local advice may be needed, and neither litigation nor arbitration is automatically the quickest or least expensive option in every transaction.
Balaghi & Rose assists businesses with commercial contracts and dispute-resolution planning, including transactions with an international element. Contact info@balaghi-rose.com to discuss the proposed agreement and the jurisdictions involved.
Published 23 October 2026. General information only; advice depends on the facts and the law applicable to your matter.
