Kazachynski.attorney · MCBA
11 February 20268 min read

5 mistakes in a supply contract that lose the case in court

Real wording from cases: 'material breach', acceptance procedure, force majeure, jurisdiction. What to rewrite today.

Contracts
KAZACHYNSKI · PRACTICE JOURNAL
Contents

I see these five clauses in every second contract, and each of them is a potential loss. Here they are, drawn from real cases.

1. "Material breach" with no definition

If the contract says it may be terminated "upon a material breach" without spelling out what that means, the court will interpret the term — and not always in your favour.

Better: list specific situations (delay of more than N days, delivery of non-conforming quality on two consecutive shipments, non-payment of three or more deliveries).

2. Acceptance "on the spot"

"Acceptance takes place at the moment of handover." What does that mean in practice when goods are unloaded at the warehouse without the supplier's representative present? Nothing good.

Better: describe the procedure (where, by whom, within what time, which documents are drawn up, how quality complaints are exchanged).

3. Force majeure "by reason of circumstances beyond control"

Without a list, this is an empty reference. There are many force-majeure disputes, and a vague clause loses.

Better: list specific categories (weather, military, epidemiological, acts of state bodies), set out the notification procedure and the period after which the contract may be terminated.

4. Jurisdiction "at the defendant's location"

It sounds neutral, but in practice it means the courts of the Brest Region for a defendant from Brest — and travel for you.

Better: contractual jurisdiction (for example, the Economic Court of Minsk). Where both parties are business entities, this is permissible.

Today most business correspondence goes by e-mail or messengers. If a clause denies electronic correspondence as evidence, you have cut down your own evidence base in the event of a dispute.

Better: expressly allow electronic correspondence from agreed addresses as evidence, and describe the format of notices and demands.

Vsevolod Kazachynski
Author

Vsevolod Kazachynski

Attorney of the Minsk City Bar Association. With the SLC “Transport & Law” since 2015. I handle commercial disputes, representation in the Economic Court and defence in tax and customs disputes.

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