{"id":2065,"date":"2026-04-04T12:44:17","date_gmt":"2026-04-04T09:44:17","guid":{"rendered":"https:\/\/svaroglaw.com\/pravova-ekspertiza-dogovoriv\/"},"modified":"2026-09-15T04:21:46","modified_gmt":"2026-09-15T01:21:46","slug":"pravova-ekspertiza-dogovoriv","status":"publish","type":"post","link":"https:\/\/svaroglaw.com\/en\/blog\/pravova-ekspertiza-dogovoriv\/","title":{"rendered":"Legal review of a contract in 2026: what the lawyer checks, the price and the timing"},"content":{"rendered":"

A legal review of a contract costs from 5,000 UAH and takes one to three working days. The lawyer checks the subject matter and every essential term under Article 638 of the Civil Code, the form of the transaction, the signatory\u2019s authority against the register extract, and how liability works. Since 28 August 2025 the Commercial Code has had no force, so commercial contracts are assessed under the Civil Code.<\/em><\/p><\/blockquote>\n

On 28 August 2025 Law No. 4196-IX took effect, repealing the Commercial Code of Ukraine. Contract templates drafted earlier still often cite its articles on the essential terms of a commercial contract, penalties and liability, and those citations become empty spaces: the provision the clause points to no longer exists.<\/p>\n

That changed what working on a contract involves. A lawyer used to check the text against two codes; now the terms come from the Civil Code, specific statutes and the parties\u2019 own agreement, so what the contract actually says matters more than before. Legal review of the documents and the counterparty<\/a> has become cheaper than the consequences it removes.<\/p>\n

What a lawyer checks in a contract<\/h2>\n

The review breaks into four blocks. The first is the parties: whether the counterparty is registered, whether it is being wound up, who signs and whether they have sufficient authority under the charter or a power of attorney. The second is the subject matter and the essential terms under Article 638: a contract is concluded once the parties have agreed the subject matter, the terms the law calls essential, and every term on which either party insisted.<\/p>\n

The third block is the form. Article 209 lists the cases where notarisation is compulsory, and Article 220 makes a transaction void without it \u2014 invalid without any court order. Sales of real property are notarised under Article 657, gifts of real property under Article 719, and a lease of a building for three years or more falls under Article 793 with the right of use registered under Article 794. The fourth block is liability: the level of penalties, how the contract is terminated, which court hears disputes, and the force majeure clause.<\/p>\n

\"The<\/p>\n

Which contracts most need reviewing<\/h2>\n
\n\n\n\n\n\n\n\n
Type of contract<\/th>\nForm required by law<\/th>\nTypical risk<\/th>\nProvision<\/th>\n<\/tr>\n
Sale of real property<\/td>\nnotarised, with title registered<\/td>\nvoid if the form is not observed<\/td>\nArts. 657, 220<\/td>\n<\/tr>\n
Lease of premises for 3 years or more<\/td>\nnotarised, with the right of use registered<\/td>\nthe lease does not bind a new owner<\/td>\nArts. 793, 794<\/td>\n<\/tr>\n
Supply of goods<\/td>\nsimple written form<\/td>\nwhen the risk of accidental loss passes<\/td>\nArt. 668<\/td>\n<\/tr>\n
Loan between individuals<\/td>\nwritten; a receipt will do<\/td>\nno date for returning the money<\/td>\nArts. 1046, 1047<\/td>\n<\/tr>\n
Construction contract<\/td>\nsimple written form<\/td>\naccepting the works with no certificate or estimate<\/td>\nArts. 837, 843<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/div>\n

Checking the counterparty before signing<\/h2>\n

An extract from the Unified State Register of Legal Entities shows the company\u2019s status, its activities, the charter capital, the ultimate beneficial owner and any limits on the director\u2019s authority. If the extract records a cap on the value of transactions and the contract exceeds it, a shareholders\u2019 resolution is needed, or the deal can be challenged under Article 241.<\/p>\n

Next come the litigation history in the Unified State Register of Court Decisions, open enforcement proceedings in the Ministry of Justice\u2019s system, tax arrears in the tax service\u2019s data, and the sanctions lists. A dozen open debt recovery<\/a> cases means that even a flawless contract will not bring the money back, and the question moves from law into commerce.<\/p>\n

The clauses that lose cases<\/h2>\n

A penalty above twice the National Bank\u2019s discount rate on a monetary obligation is cut back by the court to the statutory limit, so a fearsome-looking clause about 1 % a day offers no protection. A force majeure clause that does not require the circumstance to be certified by the Chamber of Commerce lets a counterparty invoke Article 617 at almost any difficulty.<\/p>\n

The price clause deserves separate attention. \u201cThe price may be changed by the supplier\u201d, with no formula for recalculation, works only against the buyer, and a price that does not say whether 20 % VAT is included regularly turns into a dispute over a fifth of the sum. Such conflicts are usually settled by pre-action settlement of commercial disputes<\/a>, which costs from 5,000 UAH and ends in a supplemental agreement.<\/p>\n

Invalidity and the deadlines<\/h2>\n

Article 203 sets out when a transaction is valid: the content does not contradict the law, the parties have capacity, the intention is freely formed and the form is observed. Breaching those conditions leads to invalidity under Article 215, and while a voidable transaction is invalid only on a court order, a void one is invalid by operation of law. Separate grounds arise from mistake as to essential circumstances (Art. 229), deception (Art. 230) and acting under hardship (Art. 233).<\/p>\n

The general limitation period is three years under Article 257, but Article 258 sets a special one-year period for recovering penalties. Limitation, suspended from 2 April 2020, resumed under Law No. 4434-IX on 4 September 2025, so claims that lay untouched for years are now losing their prospects fast.<\/p>\n

What a contract review costs<\/h2>\n

A written legal opinion on a particular contract costs from 5,000 UAH, drafting a contract from scratch the same, and an oral consultation on a finished text from 1,500 UAH. By comparison, handling a commercial case in court starts at 30,000 UAH, with the court fee on top: on a company\u2019s monetary claim that is 1.5 % of its value but no less than 3,328 UAH. The full list of items is on the page of legal service prices<\/a>.<\/p>\n

How the work on a contract runs<\/h2>\n
    \n
  1. Send the draft with every annex and specification: without the annex on price and deadlines the opinion will be incomplete.<\/li>\n
  2. Order the register extract on the counterparty and check whether the value of the deal exceeds the limits on the director\u2019s authority.<\/li>\n
  3. Receive a written opinion listing the risks clause by clause: usually one to three working days, depending on length.<\/li>\n
  4. Give the counterparty a protocol of disagreements rather than oral comments: it records the date and content of your objections.<\/li>\n
  5. Check the form: where notarisation is required, agree the text with the notary before the day of signing.<\/li>\n
  6. After signing, keep every draft and all the correspondence \u2014 in a dispute they prove what the parties really intended.<\/li>\n<\/ol>\n

    Typical mistakes when contracting<\/h2>\n