Contract Drafting and Review for Companies in Thailand
The clause that causes the dispute looked unimportant on the day it was signed
The clause that causes the dispute looked unimportant on the day it was signed
Commercial agreements in Thailand fail in a small number of predictable places: who may terminate and on what notice, what happens on late payment or late delivery, who owns work produced under the contract, which language version prevails, and where a dispute is heard. Companies that come to us with a dispute were usually disadvantaged from the day of signature, because the clause that decided it was the one nobody negotiated. We work from the agreements a business actually uses rather than issuing a fresh set of templates, since the risk lives in the documents already in circulation.
What we cover
Bilingual contracts fail when the two versions drift
Cross-border agreements in Thailand are commonly executed in two languages, and the risk is not translation quality — it is amendment. A clause negotiated late is changed in the English and not carried into the Thai, or the prevailing-language clause is left out entirely so nobody knows which text governs. When a dispute arises, that becomes a preliminary argument the parties have to resolve before reaching the substance. Both problems are avoided by fixing which version prevails and controlling amendments to both texts together.
Ownership of work produced under a contract is usually unaddressed
Where a supplier develops something during an engagement — a design, a tool, a process improvement, software — the agreement often says nothing about who owns it. Both parties then continue in good faith on incompatible assumptions, and the conflict surfaces only when the relationship ends and each intends to keep using it. Dealing with ownership of what is created during the term, and rights to continue using it afterwards, belongs in the agreement at the outset.
Dispute clauses are chosen carelessly and matter enormously
The forum clause is frequently copied from a previous agreement without regard to whether it fits. Arbitration provisions are agreed for modest supply contracts where the cost will exceed the value in dispute; foreign courts are named where any judgment will need to be enforced against assets located in Thailand. The right question is not which forum sounds stronger but where the counterparty's assets are and what will realistically be enforceable against them.
The template is the highest-leverage document you have
A defect in a one-off agreement affects one relationship. A defect in the template sent to every customer is reproduced across the whole book, and it is corrected once. That is why a contract review starts with what is used repeatedly rather than with the largest deal — the return is proportional to how often the document is signed, not to the value of any single copy.
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Frequently asked questions about Contract Drafting & Document Review
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Further reading
A spoken agreement can bind you in Thailand — but some transactions require writing or registration to be enforced, and every claim needs evidence. This guide separates what the law requires in writing from what you simply cannot prove without it.
10 min readForeign Investment GuideChoosing a market-entry route before committing capital. Who is the importer of record and what that commits each party to, the distributor agreement terms nobody drafts until it is too late, warranty exposure by route, and a decision table by volume, margin, control and speed.
10 min readCivil Litigation GuideYour debtor won't pay — how do you actually get your money back? A step-by-step overview from the demand letter and civil suit to limitation periods, asset investigation, and enforcement (seizure and auction). By a Khon Kaen law firm with 40 years of experience.
12 min read