We have accumulated significant experience, industry knowledge, and expertise in providing contract law services in Peru. Doing business in Peru requires well-structured and enforceable contracts that align with both Peruvian law and international standards. We advise on preparing contractual drafts, structuring agreements, and resolving disputes. Our drafting expertise is drawn in part from our litigation expertise, having seen what can happen when agreements are not drafted to take into account a business’s particular circumstances and the specific requirements for the transaction.
Drafting and Reviewing Commercial Contracts in Peru
We specialize in drafting and reviewing commercial contracts for foreign companies entering the Peruvian market. From sales and supply agreements to joint ventures and licensing, our team ensures contracts comply with the Peruvian Civil Code and commercial law.
Our law services in Peru combines technical legal expertise with a clear understanding of business objectives. We work closely with clients to identify potential risks, address local compliance requirements, and draft agreements that minimize disputes.
Contract Negotiation and Risk Management for Investors
Negotiating contracts abroad can be challenging without local legal guidance. We represent investors in negotiations with Peruvian partners, suppliers, and contractors, ensuring that agreements are balanced, enforceable, and aligned with your business goals.
We also provide risk management strategies, identifying potential liabilities such as termination clauses, penalty provisions, and regulatory restrictions. This allows foreign companies to operate with confidence in the Peruvian market.
Enforceability of Contracts under Peruvian Civil and Commercial Law
Peruvian law requires specific formalities for contracts to be valid and enforceable. For example, certain agreements must be notarized or registered with public authorities. We advise on these requirements to ensure your contracts are fully compliant.
Our team also helps foreign companies understand how Peruvian courts interpret contractual obligations, providing clarity on dispute resolution mechanisms, performance obligations, and remedies available under local law.
Cross-Border Agreements and International Transactions
Many companies require contracts that extend beyond Peru’s borders, such as distribution, franchise, and joint venture agreements. We draft cross-border contracts that comply with Peruvian regulations while ensuring enforceability in the United States or other jurisdictions.
We also structure agreements with clear dispute resolution provisions, such as international arbitration, to protect your interests in cross-border business transactions.
Types of Contracts We Handle in Peru
Corporate and Shareholders’ Agreements
We assist investors in drafting shareholders’ agreements, joint venture contracts, and corporate bylaws. These documents regulate decision-making, profit distribution, and dispute resolution among shareholders.
By tailoring these agreements to Peruvian corporate law, we ensure clarity in governance structures and long-term stability for foreign investments.
Employment and Independent Contractor Agreements
Hiring employees or independent contractors in Peru requires compliance with strict labor regulations. We draft employment agreements that include mandatory provisions such as benefits, working hours, and termination clauses.
For independent contractors, we help foreign companies avoid misclassification risks by structuring agreements that comply with Peruvian labor and tax laws.
Real Estate and Lease Agreements in Peru
Foreign companies investing in Peruvian real estate need reliable contracts. We prepare and review property purchase agreements, construction contracts, and lease agreements for commercial or industrial use.
We also conduct due diligence to verify property titles and regulatory compliance, ensuring that your real estate transactions are secure.
Distribution, Franchise, and Agency Agreements
Entering the Peruvian market often requires partnerships with local distributors or franchisees. We draft distribution, franchise, and agency agreements that protect your intellectual property, regulate pricing policies, and ensure compliance with Peruvian trade regulations.
These contracts are designed to provide long-term legal security for foreign businesses expanding into Peru.
Joint Venture Contract Advice in Peru: Key Legal Considerations for Strategic Partnerships
Entering into a joint venture (JV) can be a powerful way to expand market reach, share resources, and combine expertise. However, the success of a JV hinges on a well-drafted contract that anticipates risks, aligns interests, and defines clear operational boundaries. Here’s a breakdown of essential legal advice when structuring a joint venture agreement:
• Purpose and scope of the joint venture
• Legal structure and entity formation
• Capital contributions and ownership percentages
• Governance and decision-making protocols
• Profit and loss distribution
• Intellectual property and confidentiality
• Dispute resolution mechanisms
• Exit strategies and termination clauses
• Compliance with local and international laws
• Jurisdiction and governing law
Supply and Purchase Agreements in Peru: Legal Structuring for International Business
Supply and purchase contracts are the backbone of commercial operations, ensuring that goods and services flow predictably between parties. Whether you’re sourcing raw materials or distributing finished products, a well-drafted agreement minimizes risk, clarifies expectations, and reinforces institutional credibility. Peru has signed free trade agreements with countries with which it maintains a significant flow of imports and exports.
Contract Disputes and Enforcement in Peru
Contract Litigation before Peruvian Courts
When disputes arise, we represent foreign companies in civil and commercial litigation before Peruvian courts. Our team has extensive experience in breach of contract cases, damages claims, and enforcement actions.
We guide clients through the entire litigation process, from filing the claim to executing judgments, ensuring your rights are fully protected.
Arbitration and Alternative Dispute Resolution (ADR) in Peru
Peru has a well-established arbitration system that offers efficient alternatives to court litigation. Many commercial contracts include arbitration clauses, particularly in international agreements.
We assist clients in drafting enforceable arbitration provisions and represent them before leading arbitration centers in Lima, ensuring fast and effective resolution of disputes.
Debt Collection and Breach of Contract Actions
If a Peruvian partner fails to meet contractual obligations, we initiate debt collection and breach of contract actions on behalf of foreign companies. This includes pursuing unpaid invoices, enforcing guarantees, and recovering damages.
Our goal is to protect your financial interests and ensure that contractual commitments are honored under Peruvian law. Check this guide on debt collection in Peru.
OVERVIEW
The pacta sunt servanda principle is one of the basic pillars of contract law, recognized in Peru. Together with contractual freedom, the autonomy of the will is enshrined as a basic principle governing contracts. This also configures the principle of the intangibility of the contract, that is, neither the parties, except by mutual agreement, nor the judge can modify the terms of a contract. A contract is basically an agreement between private parties creating mutual obligations enforceable by law. The basic elements required by the Peruvian Civil Code for a contract are: mutual assent, explicit or tacit, expressede by a valid offer and acceptance; capacityy and oiits object should be licit and possible. Parties may agree to draft a contract according to a specific form, therefore if it is not fullfiled it becomes void. For instance, there could be anm agreement that the contract should be made by Escrirtura Pública, that is a Deed before a Notary.
Governing laws
Contracts are mainly governed by the Código Civil . Private agreement terms are totally valid unless they are prohibited by law. Government procurement is governed by Código Civil and by specific laws as well.
Breach of contract
Remedies for breach of contract include emergent damages and loss of profits ( profits not obtained) . There are no punitive damages in business contracts.
Force Majeure
Conditions to claim force majeur : is the non-attributable cause, consisting of an extraordinary, unforeseeable and irresistible event, which prevents the execution of the obligation or determines its partial, late or defective fulfillment.