Contract law
Preparation and review of Italian contracts
LAVVIT Italy lawyers draw up and review contracts in accordance with Italian law and in Italian: from general terms and conditions to commercial contracts, commercial agency contracts, purchase contracts, supply contracts, rental contracts and work contracts. And LAVVIT Italy lawyers fight for the correct interpretation in disputes about application and content out of court, as well as in court, before German and Italian courts.
Common legal tradition
Contracts according to the Codice Civile, the Italian civil code, do not differ fundamentally from German contracts, after all there is a long common legal tradition, from the Romans and the principle pacta sunt servanda, contracts are to be kept to the common rules according to the guidelines and regulations of the European Community/Union, for example in commercial agency law. Even under Italian law, contracts can generally be concluded in any form, unless the “Codice Civile” would prescribe notarial certification, as in real estate matters.
Sales contract according to Italian law or UN sales law
In the case of cross-border sales contracts, it should be noted whether the validity of German or Italian law is agreed. Otherwise, international UN sales law, which is part of the legal system in both Germany and Italy, is applicable. Otherwise, the rules of the Italian Codice Civile are in the foreground, and there are special ones for contracts with consumers to comply with consumer protection laws.
Purchase contracts are regulated by the Codice Civile in Articles 1470 et seq. The seller has the following three main obligations: the handover of the purchased item, procurement of ownership, and warranty against third-party claims and defects.
Doppia Firma, the double signature in Italian law
Article 1341 paragraph 2 of the Codice Civile facilitates the right of general terms and conditions in Italian contract law. According to this, general contractual terms formulated in advance by a contractual partner in his favour are invalid if they regulate the following legal issues and the contractual clauses have not been confirmed in writing by the other party with the so-called "Doppia Firma" (double signature:)
Limitations of liability, rights of withdrawal, suspension of contract, forfeiture clauses, limitation of objections, limitation of contractual freedom of the contractual partner towards third parties, tacit contract extension/renewal, arbitration clauses or changes in the jurisdiction.
Another special feature of Italian contract law is that unilateral termination of a contract is generally not possible. However, there are some exceptions to this rule, for example, unilateral termination is possible if this has been contractually agreed upon or if a specific statutory provision expressly requires this.
Service contract and work contract as an Appalto contract
In Italy, service and work contracts are summarised in the independent contract type of the Appalto. Article 1655 of the Codice Civile describes the appalto as a contract by which one party undertakes, at its own risk, work or service in exchange for payment in money and the provision of the necessary funds. According to Article 1659 of the Civil Code, the contractor may only make changes to a planned work if the customer has approved them in writing. However, if the customer refuses a change that is necessary for the correct execution of the work, the contractor has the option of suing for the changes in court.
The contracting parties agree on a fee, price, and remuneration, but if there is no agreement on remuneration, it will be calculated according to existing tariffs or customs. If there are no agreements, tariffs or customs, a judge decides (Article 1657 of the Codice Civile.)
The client can check the progress of the work at his own expense. If he discovers that these are not being carried out in accordance with the rules and, if necessary, in accordance with contractually agreed intermediate periods, he can set a deadline within which the contractor must establish the contractual conditions so that the contract is not dissolved (Article 1662 of the Codice Civile.)
It is also worth mentioning the provision of Article 1656 of the Civil Code, according to which the subcontracting of the contract is only possible with the consent of the customer.