How to Write International Contracts from the UK
Write international contracts from the UK by choosing the governing law (preferably English law), selecting the dispute resolution forum, addressing currency and payment, including force majeure and hardship provisions, and considering international trade terms (Incoterms) for goods.
Last updated: February 2025
Step-by-Step Guide
Choose the governing law
Specify which country's law governs the contract. English law is widely used internationally due to its commercial sophistication and extensive case law.
- •If you choose English law, ensure the contract also selects English courts or London arbitration for disputes.
Select the dispute resolution forum
Choose between English court jurisdiction, international arbitration (e.g. LCIA, ICC), or mediation. Arbitration is often preferred for international contracts because awards are more easily enforced across borders.
- •Arbitration awards are enforceable in over 160 countries under the New York Convention.
Address currency, payment, and tax
Specify the contract currency, exchange rate risk allocation, international payment methods, withholding tax obligations, and VAT or GST treatment.
- •Consider using letters of credit or escrow for high-value cross-border payments.
Include force majeure and hardship clauses
International contracts should include detailed force majeure provisions covering events beyond the parties' control, and potentially hardship clauses for changed circumstances.
- •English law does not have a general doctrine of force majeure; it must be contractual.
Consider export controls, sanctions, and Incoterms
Check whether the goods or services are subject to UK export controls or sanctions. For goods, use ICC Incoterms to define delivery, risk, and cost allocation.
- •Sanctions compliance is a strict liability offence; include a sanctions compliance clause.
Legal Requirements
International contracts from the UK must comply with UK sanctions regulations (Sanctions and Anti-Money Laundering Act 2018), export controls (Export Control Order 2008), the Bribery Act 2010 (which has extraterritorial effect), and any applicable trade agreements. The Rome I Regulation (retained EU law) governs choice of law for contractual obligations.
Common Mistakes
Template / Example
When to Get a Solicitor
Always for international contracts. Cross-border transactions involve multiple legal systems, tax regimes, and regulatory frameworks that require specialist advice.
FAQ
Why is English law popular for international contracts?
English law is widely chosen because of its commercial sophistication, respect for contractual freedom, extensive case law providing certainty, and the reputation of English courts and London arbitration institutions.
How do I enforce a UK court judgment internationally?
Post-Brexit, enforcement depends on bilateral treaties and local laws. Arbitration awards are generally easier to enforce internationally under the New York Convention, which is why arbitration is often preferred for international contracts.
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