Supplier, client, agency, distribution, services and cross-border contracts under Spanish civil law — drafted or reviewed in English and Spanish, for SLs, autónomos and foreign-owned groups operating in Spain.
Spanish contract law is a civil-law system grounded in the Código Civil and Código de Comercio. It's more prescriptive than English common-law contract practice — many terms are read into a contract by statute even where they're silent — and less transactional in style. Contracts are usually shorter, more principle-based, and interpreted by the courts with a heavy reference to the Civil Code.
For foreign-owned businesses operating in Spain, this matters in three ways. First, English-law precedents and boilerplate do not always translate cleanly — some clauses are unenforceable, others are redundant. Second, Spanish courts will interpret ambiguous terms by reference to civil-law defaults, which are often different from the parties' commercial expectations. Third, specific contract types (agency, distribution, franchise, commercial lease) are heavily regulated and require specific clauses.
This page walks through the framework, the contract types we see most often for expat-owned Spanish businesses, and how we draft and review contracts to avoid the most frequent disputes.
Supplier, client, agency, distribution, services and cross-border contracts — drafted or reviewed on a fixed fee per contract, with templates for recurring use-cases.
Four structural features distinguish Spanish commercial contract practice from common-law practice.
The Código Civil supplies default rules for almost every commercial relationship — purchase, lease, services, mandate, deposit. Where a contract is silent, the Civil Code fills the gap. Many English-law contracts list every imaginable term because the common law doesn't supply defaults; Spanish contracts are shorter because the Civil Code does.
The practical implication: English-style boilerplate copied into a Spanish contract is often redundant or (worse) contradicts a Civil Code provision that the parties didn't realise was there.
Spanish contract law has strong good-faith principles. Contracts must be performed in good faith (Article 1258 CC); rights cannot be exercised in a manner that is abusive (abuso de derecho).
These principles are not decorative. Spanish courts regularly strike down or reinterpret contract clauses that, while technically within the literal words, would produce unfair results. Reliance on strict literalism — common in English-law practice — is weaker in Spanish courts.
Several commercial contracts are governed by specific statutes in addition to the Civil Code — the Agency Contract Act (Ley 12/1992), the Franchise Register regulations, the Commercial Leases regime under the LAU, distance-selling rules, and consumer-protection rules for B2C contracts.
Each regime includes mandatory provisions that cannot be contracted around. An agency contract must provide for compensation on termination; a commercial lease for a business premises has specific notice provisions. Missing these creates unenforceability.
Contracts between Spanish parties can be in any language, but Spanish-law contracts for Spanish performance are usually drafted in Spanish (with parallel English translation where parties prefer). Contracts with a Spanish consumer must be in Spanish or a co-official regional language to be fully enforceable.
Cross-border contracts can elect foreign law — English law, Delaware law — but the elected law will still yield to Spanish public policy where the performance is in Spain. We routinely draft with Spanish law for performance in Spain and elect foreign law only where there's a good commercial reason.
Across an expat-founder client base, these are the nine contract types that come up regularly.
Professional services between a Spanish business and client — scope, deliverables, payment terms, IP, liability caps.
Supplier-reseller relationships — exclusivity, territory, minimum purchase, termination and post-termination protections.
Commercial agents acting on behalf of a principal. Heavily regulated — mandatory termination compensation and notice periods.
Mutual or one-way NDAs for Spanish and cross-border negotiations — standalone or embedded in broader agreements.
Governance, transfer restrictions, deadlock, exit. Sits on top of the SL bylaws but regulated separately.
IP, software, trademark or content licensing — perpetual or term-based, exclusive or non-exclusive.
Business premises — regulated under the LAU, mandatory notice provisions, deposit rules, specific tax treatment.
Franchisor-franchisee — Franchise Register filing, pre-contractual disclosure requirements, territorial exclusivity.
Senior management — separate employment regime, different compensation and termination structure.
Contract work is more efficient when the commercial deal is clear before drafting starts. Our first session is almost always a structuring call rather than an immediate draft.
30-minute call to understand the commercial deal — parties, scope, pricing, term, termination triggers, IP ownership, liability risk profile.
Before drafting, we flag any regulatory regime that applies (agency, franchise, commercial lease) and any structural issues with the deal as contemplated.
First-draft contract prepared in Spanish (governing) with parallel English translation where needed. Delivered with a mark-up summary explaining non-obvious clauses.
Client review, revisions, counterparty negotiation supported by us where appropriate. Version-controlled through to signature.
Signature logistics — paper, electronic (DocuSign, Signaturit) or notarised — depending on contract type and counterparty preference. Notarisation for enforceability in certain cases.
Any mandatory filings (franchise register, agency register, public register) handled. Contract filed in our system for easy reference in later amendments or disputes.
Four recent matters showing how drafting decisions shape later enforcement.
The situation. First enterprise deal — $180k annual subscription. US client pushing Delaware-law MSA with English-law boilerplate.
How we'd handle it. Advised accepting Delaware law for the MSA (US buyer standard) but adding Spanish-law carve-outs for Spanish-employment and Spanish-tax matters. Liability cap negotiated; IP and data-protection clauses rewritten to be GDPR-aligned.
The situation. Wanted to set up 20 commercial agents across Spain on commission-only basis, thinking they could be terminated freely.
How we'd handle it. Briefed on the Agency Contract Act — mandatory termination compensation regardless of contract wording. Structured the network with clear territory, minimum-activity and post-termination non-compete clauses to limit compensation exposure.
The situation. Signing an 8-year commercial lease; landlord's template included rent-review clauses linked to IPC + 2%.
How we'd handle it. Negotiated the rent-review cap down to IPC only, added early-exit option after year 5, clarified improvements and reinstatement provisions, and registered the lease at the Registro de la Propiedad for security of tenure.
The situation. Wanted exclusive Spanish distributor for a North American consumer brand. Distributor wanted 5-year exclusivity + minimum purchase commitment.
How we'd handle it. Drafted a distribution agreement with tiered minimum purchases, annual review points, territory protection, and termination-for-underperformance rights. Structured to avoid being caught by the Agency Contract Act.
Every commercial dispute we inherit from other advisors traces back to one of these six patterns.
Entire-agreement, waiver, time-of-the-essence clauses copied from English precedents. Some are redundant, some contradict the Civil Code, some weaken the client's position under Spanish law.
Parties label the contract 'distribution' to avoid the Agency Contract Act. Spanish courts look at substance not label — if the agent bears no stock risk and acts in the principal's name, agency rules apply regardless of label.
Franchise contracts without pre-contractual disclosure, commercial leases without proper deposit arrangements, agency contracts without termination-compensation clauses.
Liability cap that doesn't carve out the correct items (gross negligence, IP infringement, confidentiality) — either leaving the client over-exposed or creating unenforceability of the cap.
Election of foreign law where all performance is in Spain — Spanish public policy still applies to many matters, creating conflict-of-laws risk.
Long-term contracts without termination-for-cause, termination-for-convenience or performance-review clauses. Parties locked in for years with no orderly exit.
A large share of the contract work we do is cross-border — a Spanish SL contracting with a UK, US, Irish or Canadian counterparty, or a foreign parent contracting with its Spanish subsidiary, or a Spanish business selling into Europe more broadly. These contracts sit at the intersection of two or three legal systems and need careful structuring.
The commercial questions are usually: which law governs, which courts or arbitration decide disputes, how the tax structure interacts with payment flows, and how intellectual property is protected across jurisdictions. Each of these has both a legal and a commercial dimension.
Our approach is to coordinate with the counterparty's advisers from the first draft, rather than exchanging redlines in isolation. A joint call with the US or UK advisor resolves most structural issues in an hour that would otherwise take weeks of back-and-forth. This is especially true for IP licensing and SaaS contracts, where the same commercial deal can be structured under two or three different legal theories with very different tax outcomes.
For intra-group contracts between a foreign parent and a Spanish subsidiary, the additional layer is transfer pricing — the pricing in the contract has to be at arm's length and supported by a transfer-pricing file. We draft the legal layer and coordinate with the client's tax adviser on the pricing layer so the two are aligned and defensible at audit.
Three structures that often describe similar commercial relationships but carry very different legal regimes.
Contract work is often underestimated — treated as admin rather than legal. The disputes we inherit from other advisors nearly always trace back to under-invested drafting at the outset.
Book a consultation and we'll review your current contract stack, identify the gaps, and build a bilingual template set so routine contracts run without friction.