Key Considerations for Drafting Contracts Under Romanian Law

Understanding the Legal Framework with SCPA Ceparu & Irimia

When drafting contracts under Romanian law, it is crucial to first understand the legal framework that governs these agreements. Romania's civil law system is influenced by European Union regulations, which means that contracts must align with both national and EU laws. This dual-layered legal environment requires careful consideration to ensure compliance and enforceability.

The Civil Code is the primary source of contract law in Romania, detailing the obligations, rights, and responsibilities of parties involved. Familiarity with its provisions is essential for anyone involved in contract drafting. Additionally, certain sectors may have specific regulations that must be adhered to, so it's important to consult relevant sector-specific legislation.

Language and Clarity

Another key consideration when drafting contracts in Romania is the use of language. Contracts should be written in clear, precise language to avoid any ambiguity that could lead to disputes. While Romanian is the official language, parties may also draft contracts in another language if both agree. However, it's recommended to provide a Romanian translation to prevent misunderstandings.

Ensuring clarity also involves defining all terms used within the contract. This includes specifying roles, responsibilities, and any technical jargon that may not be universally understood. By doing so, parties can minimize potential disagreements over interpretation.

Essential Contract Elements

Contracts under Romanian law must include certain essential elements to be considered valid and enforceable. These typically include:

• Offer and Acceptance: A clear offer by one party and an unambiguous acceptance by the other.
• Consideration: Something of value exchanged between the parties.
• Legal Capacity: Both parties must have the legal capacity to enter into a contract.
• Legality of Purpose: The contract's purpose must not violate Romanian law or public policy.

Ensuring these elements are present can significantly impact the contract’s enforceability in a court of law.

Dispute Resolution Clauses

Including a dispute resolution clause in contracts is a prudent measure. Under Romanian law, parties can choose to resolve disputes through arbitration or litigation. Arbitration may offer a quicker and more cost-effective solution compared to traditional court proceedings. Additionally, specifying the jurisdiction and governing law within the contract can prevent jurisdictional conflicts and streamline any potential legal proceedings.

Enforcement of Foreign Judgments

If your contract involves international parties, consider how foreign judgments will be enforced in Romania. The country recognizes and enforces foreign judgments based on reciprocity and international treaties, such as the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Confidentiality and Data Protection

Incorporating confidentiality clauses is essential to protect sensitive information exchanged during the contractual relationship. Romanian law upholds strict data protection regulations, particularly with its adherence to the General Data Protection Regulation (GDPR) established by the European Union. Ensuring compliance with these regulations is crucial for protecting both parties' interests.

The contract should address how personal data will be handled, stored, and processed to ensure compliance with GDPR requirements. Failure to do so can result in significant penalties and damage to reputations.

Conclusion

Drafting contracts under Romanian law requires careful attention to legal requirements and practical considerations. By understanding the legal framework, ensuring clarity and precision in language, including essential contract elements, preparing for dispute resolution, and adhering to data protection standards, parties can create agreements that are both effective and enforceable. Taking these steps not only safeguards legal interests but also fosters trust between contracting parties.