Pre-Contractual Disputes and Protocols of Disagreement

ONELAW supports clients where disagreements arise during contract negotiation, agreement of terms and preparation of protocols of disagreement.

The pre-contractual stage often determines the future resilience of the transaction. Poorly recorded disagreements may result in unfavourable obligations or a weakened negotiating position.

Scope of Services

ONELAW provides support at all key stages:

— analysis of the draft and counterparty position;
— identification of disputed and risky terms;
— determination of required amendments;
— preparation of the negotiation position;
— drafting a protocol of disagreement;
— drafting a protocol agreeing disagreements;
— support with correspondence;
— participation in negotiations;
— assessment of consequences of refusal to contract;
— recording agreements reached;
— preparation of the final contract;
— assessment of litigation risk if disputed terms remain.

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When ONELAW Can Assist

Agreement of contract terms

Legal support in negotiating material and commercial terms and allocating risks.

Protocol of disagreement

Preparation of a legally precise protocol of disagreement to a draft contract.

Protocol agreeing disagreements

Support with further negotiation and preparation of final wording.

Imposed terms

Assessment of counterparty terms and preparation of a position for amendment or removal.

Refusal to contract

Analysis of the consequences of refusing to sign, ending negotiations or changing previously agreed terms.

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ONELAW Approach

At the pre-contractual stage, it is important not only to change wording but also to preserve evidence of the client’s negotiation position.

ONELAW assesses future performance and dispute risks and proposes wording that protects the client.

Our objective is to prevent signature on terms that create unjustified obligations or weaken the client in advance.

What Should Be Considered

— The client should identify essential terms;
— liability and loss risks;
— uncertainty in subject matter;
— price;
— timing or performance;
— evidence requirements;
— terms to record in a protocol of disagreement;
— consequences of refusal and the need to preserve correspondence.

Formal acceptance without recording disagreements may make later protection significantly more difficult.