Civil law
Contract drafting and review
§ 1721 et seq. of Act No. 89/2012 Coll.
A contract is the law of the parties: the court will read the text, not the intentions. Everything you stay silent about is filled in by the Code’s default rules — not always in your favour.
What the law says
The Civil Code starts from freedom of contract: parties may depart from most rules unless they protect public order or the weaker party. But a silent contract switches on the defaults: statutory interest, general limitation periods, the standard allocation of risk.
The Code specifically shields the weaker side: adhesion contracts (§ 1798 et seq.), surprising clauses in standard terms, disproportionate contractual penalties — which a court may moderate (§ 2051). Businesses face a higher bar of diligence: “I didn’t read it” is no argument.
How the work runs
Drafting begins with a risk map of the deal: what goes wrong, who answers for it and with what. From it come the clauses on quality, deadlines, penalties, termination and jurisdiction — in language built to survive a dispute, not just a signing.
Reviewing the other side’s text means a mark-up list explaining each change: what we amend, why, and what happens if it stays. With that list you negotiate yourself, or I do it for you.
Deadlines and pitfalls
The classics: signing “as is” with a reference to standard terms nobody opened, and amendments “by e-mail” where the contract requires written form. Both surface at the moment of conflict — when fixing them is too late.
Frequently asked questions
Is a contract made by e-mail or in a messenger valid?
Usually yes: Czech law requires no form for most contracts, and correspondence can constitute one. The issue is provability and completeness of terms — which is why material deals belong in one signed text.
I signed a bad contract. Can I get out?
It depends on the text and circumstances: grounds for withdrawal, termination with the statutory notice, challenging individual clauses — disproportionate penalties, surprising terms. Send the contract: room for manoeuvre usually exists.
What are standard terms and must I follow them?
Standard terms are part of the contract only if properly attached or known. Surprising clauses in them have no effect (§ 1753). I check both incorporation and content — that is where the costliest surprises live.
Can the contract be in English?
Yes — language is free and validity unaffected. A Czech court will need a translation, so key terms must be unambiguous; for risky pairs we make a bilingual version with one language prevailing.
Earnest money versus advance — what is the difference?
Earnest money (závdavek) secures: if you wreck the deal it is forfeited, if the other side does it returns doubled. An advance simply counts towards the price. The word in the contract decides — name the payment expressly.
Contact
- Address
- Konviktská 291/24, Staré Město, 110 00 Praha 12 minutes' walk from Národní třída (metro B, trams)
- Phone
- +420 700 000 000
- kancelar@advokatpopov.cz
- Data box
- [data box ID]
- Consultations
- Mon–Fri 9.00–18.00in person, online or by phone — by appointment