Expertise
Contract Drafting & Review
Drafts, redlines, issues lists and execution checklists for a defined agreement.
Corporate & CommercialDiscuss a Contract or Compliance Matter
Draft, redline, decisions and execution.
Start with the agreement and required output: a first draft or redline, a concise issues list for open commercial and legal decisions, and an execution checklist. This service implements a particular agreement. For broader commercial-risk allocation across negotiations and ongoing relationships, see Commercial Contracts.
Contract validity, form and enforceability
Legal sources checked: 4 November 2026
The legal form depends on the transaction. Validity, proof, enforceability, registration and effects on third parties are distinct questions.
The drafting sequence
| Stage | Output |
|---|---|
| Instructions | Parties, authority, transaction, commercial objective and non-negotiables. |
| First draft | Operative obligations, price, milestones and risk allocation. |
| Redline | Proposed changes with commercial consequences and open decisions. |
| Execution | Approvals, signatures, required form and conditions precedent. |
| Implementation | Notice details, deliverables, renewal and exit controls. |
Terms that need an express decision
Define scope, acceptance, price and taxes, payment, change control, warranties, liability allocation, confidentiality, data or intellectual-property rights, termination and dispute resolution as relevant. Not every agreement needs every clause, and a template cannot decide the commercial allocation for the parties.
Match the agreement to its use
Supply, services, distribution, lease, confidentiality, shareholder and other commercial agreements have different risks. Identify the business process and legal constraints before selecting the form. Employment documentation is reviewed under its separate labor-law framework.
Defined drafting outputs
Agree the deliverables
First draft
An agreement built from confirmed parties, authority, deal terms and commercial priorities.
Redline
Proposed changes to a counterparty draft, with material consequences made visible.
Issues list
A concise record of open commercial and legal decisions that require instructions.
Execution checklist
Approvals, signatures, conditions, notices and implementation steps for the agreed form.
State the documents, revision rounds, negotiation support and ancillary filings included. A drafting engagement does not automatically include dispute representation or every tax and regulatory filing.
Questions before drafting
Is every unwritten contract above ₱500 invalid or unenforceable?
No. Article 1358 prescribes written form for certain contracts, but validity and enforceability require separate analysis. Article 1403’s Statute of Frauds covers specified categories, including its particular goods/chattels/things-in-action provision. It is not a universal ₱500 rule for all contracts. Performance, ratification and the distinction between enforceability and validity matter; other transactions may have independent form requirements.
Does having no arbitration clause force litigation?
Not necessarily. The parties may later agree to arbitration or settlement where lawful. Without a valid agreement, however, one party cannot assume it can compel contractual arbitration. Forum and jurisdiction require separate analysis.
What is needed for a useful first draft?
The actual deal terms, parties, authority, proposed documents, commercial priorities and expected signing date.
People
Relevant counsel and support.
Assignments follow the firm’s assessment of fit, conflicts and scope.
Related firm insights
Begin with the issue