Contract Review and Drafting Under Russian Law
A good contract is not the one that tries to predict every possible disaster over twenty pages. It is the one that describes the transaction the parties actually intend to carry out and makes clear what happens if performance does not go according to plan.
I provide contract review and drafting under Russian law for businesses dealing with Russian counterparties or contractual relationships governed by Russian law. I review contracts prepared by the other side, draft agreements from the underlying commercial structure and help identify which provisions genuinely require negotiation before signature.
I provide contract review and drafting under Russian law for businesses dealing with Russian counterparties or contractual relationships governed by Russian law. I review contracts prepared by the other side, draft agreements from the underlying commercial structure and help identify which provisions genuinely require negotiation before signature.
One of the most common problems is simple: the business discusses one commercial model and then signs a contract that describes a slightly different one. The parties may believe they have agreed staged payments, flexible delivery dates and a straightforward acceptance process, while the final contract creates a different payment trigger, a fixed deadline or documentary requirements that nobody paid much attention to during negotiations.
That is why my review starts with the transaction itself, not with boilerplate. The initial review, consultation, drafting and preparation of proposed amendments can usually be handled remotely.
That is why my review starts with the transaction itself, not with boilerplate. The initial review, consultation, drafting and preparation of proposed amendments can usually be handled remotely.
What do I look for when reviewing a contract?
The first question is how the transaction is actually supposed to work. Who is providing what, when does performance become due, how is delivery or completion proved, what triggers payment, who bears particular operational risks, what happens if deadlines move and how can either party exit the relationship if the arrangement stops working? Only then does it make sense to examine the wording clause by clause.
I review the scope of obligations, payment mechanics, deadlines, acceptance procedures, liability, termination rights, limitation of liability, price-adjustment mechanisms, documentary requirements, pre-action procedures, dispute-resolution provisions and other terms that may materially affect performance. I also look for inconsistencies between different sections of the agreement. Sometimes the most significant risk is not a single obviously unfavourable clause but the way several apparently harmless clauses operate together.
A useful contract review should not produce forty comments of equal importance. It should make clear what needs to change, what would be preferable to change and what risk remains if a provision is left as it is.
I review the scope of obligations, payment mechanics, deadlines, acceptance procedures, liability, termination rights, limitation of liability, price-adjustment mechanisms, documentary requirements, pre-action procedures, dispute-resolution provisions and other terms that may materially affect performance. I also look for inconsistencies between different sections of the agreement. Sometimes the most significant risk is not a single obviously unfavourable clause but the way several apparently harmless clauses operate together.
A useful contract review should not produce forty comments of equal importance. It should make clear what needs to change, what would be preferable to change and what risk remains if a provision is left as it is.
If the contract was drafted by the counterparty
A contract drafted by the other party will usually reflect that party’s interests. That is not unusual and does not mean that every one-sided provision must be challenged. Commercial negotiations have a cost as well. I therefore distinguish between provisions that should be changed before signature, points that are worth negotiating and risks that may be commercially acceptable if the client understands them.
Where necessary, I prepare proposed wording and amendments rather than simply identifying the problem. The objective is to make the document workable, not to turn every contract negotiation into a contest over who can produce the longest list of comments.
Where necessary, I prepare proposed wording and amendments rather than simply identifying the problem. The objective is to make the document workable, not to turn every contract negotiation into a contest over who can produce the longest list of comments.
If the contract needs to be drafted from scratch
Drafting starts with the commercial arrangement, not with a precedent. I first need to understand what has already been agreed, how goods, work or services will be delivered, how performance will be evidenced, when payment becomes due, which deviations are acceptable and which risks are critical for the business. Only then should the legal structure be built around the transaction.
Sometimes a conventional supply, services or works agreement is entirely appropriate. Sometimes the commercial arrangement contains several elements, and forcing it into the wrong standard form creates more uncertainty than it solves. The people who will actually perform the agreement should also be able to understand what the contract expects them to do.
Sometimes a conventional supply, services or works agreement is entirely appropriate. Sometimes the commercial arrangement contains several elements, and forcing it into the wrong standard form creates more uncertainty than it solves. The people who will actually perform the agreement should also be able to understand what the contract expects them to do.
Governing law, dispute resolution and cross-border contracts
For contracts involving a Russian company or Russian counterparty, governing law and dispute resolution should be checked separately. A contract may be governed by Russian law while disputes are submitted to a particular court or arbitration. The parties may also choose foreign governing law, although overriding mandatory rules may still apply in relevant circumstances. The governing-law clause should not be treated as interchangeable with the jurisdiction or arbitration clause: they answer different legal questions. A Russian counterparty does not by itself answer either question.
For bilingual contracts, I also check whether the agreement designates a prevailing language version and whether the Russian and English texts are substantively consistent. Differences between the Russian and English versions can become important once the parties disagree about the meaning of a clause, so the two versions should not simply be treated as interchangeable if their wording is not identical. For cross-border transactions, I also check whether the payment provisions are workable under Russian currency-control requirements and any Russian payment restrictions relevant to the transaction. A payment clause may look legally clear while describing a route that cannot in practice be used in the way the parties expected.
This review concerns the Russian-law side of the transaction. Foreign sanctions regimes, foreign currency-control requirements and regulatory rules outside Russia may require separate advice in the relevant jurisdiction.
For bilingual contracts, I also check whether the agreement designates a prevailing language version and whether the Russian and English texts are substantively consistent. Differences between the Russian and English versions can become important once the parties disagree about the meaning of a clause, so the two versions should not simply be treated as interchangeable if their wording is not identical. For cross-border transactions, I also check whether the payment provisions are workable under Russian currency-control requirements and any Russian payment restrictions relevant to the transaction. A payment clause may look legally clear while describing a route that cannot in practice be used in the way the parties expected.
This review concerns the Russian-law side of the transaction. Foreign sanctions regimes, foreign currency-control requirements and regulatory rules outside Russia may require separate advice in the relevant jurisdiction.
If the contract has already become a dispute
A signed contract can still be reviewed if problems have already arisen. The first task is to establish what the parties actually agreed, how the relevant provisions interact and what happened during performance. If the issue develops into a wider disagreement over defective performance, termination, damages or other contractual rights, it may require a broader commercial dispute strategy under Russian law.
If performance is essentially complete and the central issue is an unpaid commercial debt, the appropriate next step may instead be a separate debt recovery strategy. This distinction matters because reviewing a contract before signature, handling a contractual dispute and recovering an unpaid debt are related tasks, but they are not the same legal service.
If performance is essentially complete and the central issue is an unpaid commercial debt, the appropriate next step may instead be a separate debt recovery strategy. This distinction matters because reviewing a contract before signature, handling a contractual dispute and recovering an unpaid debt are related tasks, but they are not the same legal service.
One contract or continuing legal support?
This service is intended for a specific agreement or transaction: reviewing a draft, preparing a contract from scratch, proposing amendments or assisting with the negotiation of particular contractual terms. If a company needs regular contract reviews, recurring amendments and continuing assistance with day-to-day legal questions rather than a separate instruction for each contract, that is better handled through ongoing legal support for business.
What do I need to start?
If a draft already exists, I will usually need the contract and its schedules, together with a short explanation of how the transaction is intended to work in practice. If the other party prepared the contract, it is also useful to know which commercial terms are already agreed and where your negotiating position is limited. If the contract needs to be drafted from scratch, I first clarify the commercial model, performance, payment, acceptance and the risks that matter most to the business.
That usually makes it possible to determine whether the matter requires a focused review of particular clauses, a full contract review or a new agreement.
That usually makes it possible to determine whether the matter requires a focused review of particular clauses, a full contract review or a new agreement.
Fees
Contract consultation: from RUB 25,000
For a specific contractual question, assessment of a particular clause or an initial review of what should be addressed before signature.
Strategic contract review: from RUB 50,000
A full legal review of a draft or existing contract, assessment of material contractual risks, prioritised comments and recommendations for amendments.
Further legal work: from RUB 75,000
Drafting an agreement from scratch, preparing a revised version, amendments or a schedule of proposed changes to the counterparty’s draft, and supporting negotiations within the agreed scope.
Frequently asked questions
Can you review only part of a contract?
Yes. If the issue is genuinely limited to particular clauses, a focused review may be sufficient. If those provisions depend on other sections of the agreement, I will identify what else needs to be considered.
Can you review a contract drafted by the Russian counterparty?
Yes. I review the document from the client’s position, identify the provisions that materially affect risk and distinguish between essential changes, negotiable points and risks that may be commercially acceptable.
Can you draft the contract from scratch?
Yes. In that case, the starting point is the commercial structure of the transaction, including performance, payment, acceptance and the risks that need to be allocated between the parties.
What if the contract is in Russian and English?
I check whether the agreement designates a prevailing language version, whether the Russian and English texts are substantively consistent and whether differences in wording may affect performance or dispute resolution. A bilingual contract should not simply be treated as two interchangeable translations if the versions do not say exactly the same thing.
Can you review a contract that has already been signed?
Yes. A signed agreement can still be reviewed where questions have arisen about performance, payment, termination, liability or the meaning of particular provisions.
Can the work be handled remotely?
Yes. Contract review, consultations, drafting, proposed amendments and most negotiation support can be handled remotely.
Need a contract reviewed or drafted under Russian law?
Send the draft agreement, if one already exists, and briefly explain how the transaction is intended to work, what has already been agreed with the counterparty and which provisions are causing concern. I will review what needs attention and whether the matter requires a focused clause review, a full contract analysis or drafting work.
This page provides general information only and is not individual legal advice. The appropriate contractual structure, governing law and risk assessment depend on the particular transaction and the documents provided.