German
Contract
Lawyer

Frequently, clear and precise formulations are necessary to secure one’s own interests for the future contractual relationship. It is therefore in many cases not advisable to resort to sample contracts from the internet. Especially not if the intended contractual relationship is to regulate a personal, complex matter.

Our contract law attorneys at Schlun & Elseven Rechtsanwälte have many years of experience in drafting, revising and optimizing contracts and are therefore happy to offer you the necessary support in your contract negotiations. In addition, when concluding and drafting contracts, we ensure that the decision-making process and the final contract as the end product of negotiations is in line with the current legal situation and that it stands up to the latest, highest court rulings.

The examination of contracts and contractual clauses for possible invalidity, nullity, contestability or incompleteness is of utmost importance not only before the conclusion of the contract but undoubtedly also after the conclusion of the contract. It is often only in conflict situations that it becomes apparent that formal and instructional regulations have not been observed or have been incorrectly implemented. This must be prevented in advance by prior checking of intended or submitted contract offers.

But even after a contractual relationship has already been established, we can carry out a detailed, in-depth contract review and assert your rights and claims. In addition, by means of a subsequent review of the existing contract, we ward off unjustified, ineffective, void or contestable claims and demands.

With the increase in the number of platforms for internet trading and e-commerce by companies, the number of contracts in Germany concluded via the internet has continued to rise steadily. It is impossible to imagine the modern economy without this type of structuring and conclusion of contracts. However, when concluding agreements on the internet, customers and the operators of online shops must consider some special requirements.

Our team advises and supports our clients in all matters, including the following:

• The assertion and enforcement of rights and claims from online contracts,
• The review of your online contracts regarding validity, nullity, voidability, voidability or incompleteness,
• Creating the correct revocation instruction,
• The review and optimization of online terms and conditions,
• Adaptation of the ordering processes to legal requirements,
• Compliance with data protection and the preparation of data protection declarations,
• The transformation of your internet presence to the changed legal situation and the highest court jurisdiction.

As clients of Schlun & Elseven Rechtsanwälte, our lawyers will inform you about which requirements must be met for a legally correct internet presence, how ordering processes must be regulated, and which instruction requirements exist. We keep an eye on the current legal situation and inform you about changes in the law and relevant high court rulings on the conclusion of contracts on the internet.

The franchise agreement is the foundation block of a successful franchise. A well-drafted franchise agreement outlines the rights and obligations for both parties. For franchisors, these franchise agreements need to be designed according to industry-norms, franchise goals, and company characteristics. In such cases, it is advisable to consult with legal professionals and allow them to prepare tailored agreements fitted to the corporate structure of the company and the planned franchise. Our team is highly experienced with working alongside corporate clients, and are ready to use their knowledge in the pursuit of establishing the franchise.

Our lawyers are available to both sides, franchisers and franchisees, with legal disputes. Our lawyers are ready to review the franchise agreement, and to determine whether breaches have occurred, and what resolution options are available to the parties involved.

Another essential part of our extrajudicial services in German contract law is the drafting, negotiation and review of general terms and conditions (GTC). In this respect, particular attention must be paid to the observance of effective and court-proof formulations. We do our utmost to avoid the invalidity of general terms and conditions clauses both in B2C and B2B business. Because the use of incorrect GTC can have serious consequences, e.g. the user is threatened with warnings from competitors or the consumer protection association as well as claims for damages.

Furthermore, ineffective GTC clauses can lead to the rescission of contracts even several years after the conclusion of the contract, e.g. because the necessary revocation instruction did not comply with the legal requirements. Effective GTCs thus play an important role, especially in consumer contracts, not least because of consumer-friendly EU law and the case-law of the European Court of Justice. If the general terms and conditions are ineffective, because, for example, a contracting party is disadvantaged beyond the reasonable extent, the legal regulations automatically apply. This is often also inappropriate for the disadvantaged party.

Due to this high risk of damages, the early assignment of an experienced lawyer is essential. During contract negotiations, our team of contract law attorneys will work out which general terms and conditions clauses are permissible and appropriate for your project and the respective specialist area and will pay particular attention to compliance with the latest legal changes and court rulings.

Furthermore, we check the GTC in the contract offers submitted to you for their effectiveness. We guarantee that you and your contractual interests are not disadvantaged by the GTC and always consider the specifics of the respective legal area. Due to our interdisciplinary orientation, we can offer the drafting, revision and review of GTC in the areas of sales law, labour law, commercial and corporate law, banking and capital market law, as well as other areas of law.

The non-disclosure agreement is a means by which companies can protect sensitive information and business secrets when dealing with other parties. When parties agree to join a non-disclosure agreement, they agree to keep information confidential based on mutual cooperation.  The two possible types of NDAs are bilateral and unilateral agreements. While the bilateral non-disclosure agreement obliges two parties to maintain confidentiality, the unilateral non-disclosure agreement only instructs one party to keep the information confidential. The agreement decided upon is based on a variety of factors relating to the issue in question. Our lawyers are highly experienced in drafting and reviewing both forms of NDAs. If you require legal assistance with NDAs, please do not hesitate to contact our contract law team.

Successful M&As involve carefully drafted sale and purchase agreements. Such agreements are legally binding and present the conditions of the sale and purchase of a company. Careful preparation is key to a successful M&A transaction, and at Schlun & Elseven Rechtsanwälte, our lawyers will thoroughly draft contracts for the arrangement. In M&As, we have acted on behalf of both buyers and sellers, and from our experience, meticulous due diligence is vital for both sides to conduct. Our team will ensure that critical elements are included within the sale and purchase agreement, such as the purchase price, terms of payment, warranties, indemnities and applicable restrictions.

As a full-service law firm, our experts are ready to advise and represent your company during the entire procedure. Our team are ready to oversee the preparation of the necessary documents, through the negotiations and finally into the drafting of the sales and purchase agreement.

Furthermore, we take care of the effective termination of contracts for you. Be it through a declaration of termination, withdrawal or the conclusion of a cancellation or dissolution agreement. We examine which type of termination of the contract is most suitable for your personal situation and advise you on the possible consequences.

It should be noted whether the contract’s individual agreements already provide possibilities for terminating the contractual relationship, e.g. using a contractual right of withdrawal, or whether only legal options are considered. Particularly in the case of established, long-term contractual relationships, it can be advantageous to conclude a cancellation or dissolution agreement and, as far as possible, to agree to a conciliatory withdrawal from an existing contract.

In this context, it is again essential to consider possible subsequent benefits, repayment or compensation claims and to record them in the termination agreement. Our experienced team of lawyers for German contract law will find the most suitable solution for the termination of your contracts.

The services provided by warehousing companies are indispensable for industrial and commercial enterprises. Warehousing companies provide stock warehouses, transhipment warehouses and delivery warehouses and enable the intermediate storage of trade goods in sales and supply chains. The contractual relationship and the rights and obligations between the warehouse keeper and the depositor are regulated in the German warehouse agreement.

Under the warehouse agreement, the primary responsiblity of the warehouse keeper is the duty to store and keep the respective stored goods. The goods must be stored so that there are no apparent or avoidable risks of damage caused. In doing so, the warehouse keeper must consider the special features of the stored goods, regularly inspect and monitor the warehouse, particularly concerning fire and moisture protection, and protect the goods against theft. In return, the depositor must pay the agreed remuneration (“storage charges”).

Contractual terms vary based on the nature of the goods stored and the reason for storage. At Schlun & Elseven Rechtsanwälte, our legal team is ready to advise you regarding warehouse agreements, and to carefully draft the contracts necessary.

Formalities such as the text form, written form or the requirement for notarial certification of a contract differ depending on the type of contract and must be observed by the contracting parties. The legal, but also, where applicable, contractually agreed consequences of non-compliance with formal requirements can be serious. By German law alone, if a formal requirement is disregarded in accordance with the principle in § 125 BGB, the entire legal transaction is null and void.

There are numerous exceptions and deviations to this rule. Nevertheless, it is essential for certain types of contracts to check whether a certain formality has been observed. Our lawyers for contract law are experienced in verifying compliance with formal requirements and can guarantee that the contracts you are aiming for are not subject to any formalities.

Text form: Requires the naming of the person making the declaration and submission of the legible declaration on a permanent data carrier. In principle, contracts in Germany can also be concluded orally, but the text form is standard in practice. By law, this form is required for the following contracts or declarations, among others:

• Cancellation policy for consumer contracts § 312a para. 2 BGB in conjunction with § 246 para. 3 p. 1 EGBGB
• Guarantee declaration for the purchase of consumer goods § 479 paragraph 2 BGB
• Contract for delivery by instalments § 510 para. 2 BGB
• Consumer loan brokerage agreement § 655b BGB

Written form: According to this requirement, certain declarations, contracts or documents must be recorded in writing and countersigned by the exhibitor and contracting party in person with their full name signatures. By law it is provided for these legal transactions, among others:

• Consumer loan agreement § 492 paragraph 1 BGB
• Guarantee of natural persons § 766 BGB
• The promise of debt § 780 BGB and acknowledgement of debt § 781 BGB
• Employment contract for fixed-term employment § 2 paras. 1 NachwG and termination of employment contracts § 623 BGB

The written form may in certain cases be replaced by electronic form by means of electronic data exchange.

Public form (notarial recording; certification): This is the strictest legal form requirement. In notarisation, certain contracts or declarations must be drawn up by a notary as minutes, read out to the parties involved, approved by them and signed by the parties before the notary.

Notarisation certifies the correctness of a signature or declaration. If the certification is carried out by a notary, it is referred to as public certification, and if another authority acts, it is referred to as an official certification. The public form is required, for example, for the following contracts:

• Property purchase contract § 311b para. 1 BGB
• Obligation to transfer all assets § 311b para. 1 BGB
• Gift promise § 518 paras. 1 sentence 1 BGB
• Marriage contract § 1410 BGB
• Contract of inheritance § 2276 BGB

In addition to the contract of sale, the contract for work in Germany according to § 631 BGB is also known from everyday life. The content of a contract for work and services thus ranges, for example, in the construction sector, from the repair or renovation of the bathroom to the construction of a house over several months.

In the specific context, contracts for work can be structured as repair contracts, architects’ contracts, expert opinion contracts and freight contracts. Especially when new construction projects are pending, and complex contracts for work in the construction sector have to be concluded, a qualified lawyer for contract for work and services law is indispensable.

Often in these cases, several contracts are required for a project so that the respective contractual agreements and liability agreements and exclusions must be agreed upon and coordinated. Our contract law attorneys at Schlun & Elseven Rechtsanwälte can ensure that your rights and interests are protected when concluding complex contracts for work and services.

We keep track of complex legal requirements for you and inform you about deadlines and the required acceptance of the work. In addition, we will assert your warranty rights such as subsequent performance, withdrawal, reduction, and compensation in the event of work defects.

The inheritance contract (Erbvertrag) is a binding agreement between at least two parties, including the testator. It is a means of disposition of property and assets following the testator’s passing. In comparison to a will, an inheritance contract is less flexible and subject to more robust legal requirements. Changing or cancelling an inheritance contract involves drafting an agreement with the other parties, and it must be notarized.

At Schlun & Elseven Rechtsanwälte, our expertise in the fields of inheritance law and contract law allows our legal team to prepare binding inheritance contracts suited to the testator’s needs. Our team is ready to answer any questions you have, and are ready to support you in legal disputes relating to the inheritance contract.

The prenuptial agreement, or marriage contract, is a cornerstone of modern marriage. As marriage is a legal arrangement, it is important to have a carefully drafted marriage contract that will answer important questions. Such marriage contracts are particularly important for entrepreneurs and those with valuable business assets. Arranging a marriage contract at an early stage of the marriage ensures that they are arranged in a non-confrontational manner. A carefully drafted prenuptial agreement can alleviate the risks involved in cases of bitter divorce, should they come to pass.

At Schlun & Elseven Rechtsanwälte, our lawyers are available to oversee the careful arrangement and drafting of prenuptial agreements. We will advise regarding when a marriage contract may be deemed invalid and what clauses are not permitted within them. Should you be in the midst of divorce proceedings, our lawyers will analyse the prenuptial agreement already drafted and advise you regarding your options.

The sales contract (under § 433 BGB) is one of the most common types of agreement in everyday life and is known to everyone in its practical form. However, sales contracts are concluded verbally in the supermarket or the shopping centre, but they can be far more complex. This sales contract is often accompanied by high-value or special objects of purchase, as in the case of property and house purchase contracts and purchase contracts for vehicles by land, sea or air.

Likewise, the purchase modalities, requirements regarding formality or the consequences of the conclusion of a contract can be decisive for the complexity of a purchase contract, as is the case with the company purchase contract in company law. Especially when it comes to such complex purchase contracts, a qualified lawyer for contract law is recommended.

Even before the conclusion of the purchase contract, this lawyer can ensure that your interests are protected, that there are no disadvantageous individual agreements or general terms and conditions and that formal requirements, such as the notarial recording of the property purchase contract, are observed. Our lawyers at Schlun & Elseven Rechtsanwälte are at your disposal for these services in sales contracts law.

But even if complications have already arisen with your purchase contract, e.g. because the agreed object of purchase was not delivered or made available or is defective, our lawyers for contract law can support you with their comprehensive expertise. We check which legal steps are most suitable for your situation and initiate them to enforce your warranty rights.

Whether it is the demand for subsequent delivery, the rectification of defects, compensation for non-performance or poor performance, or the declaration of withdrawal or reduction in price, we will help you find a suitable solution to your dispute.