Commercial contracts—Mexico—Q&A guide
Commercial contracts—Mexico—Q&A guide

The following Commercial practice note provides comprehensive and up to date legal information covering:

  • Commercial contracts—Mexico—Q&A guide
  • 1. Is there an obligation to use good faith when negotiating a contract?
  • 2. How are ‘battle of the forms’ disputes resolved in your jurisdiction?
  • 3. Is there a legal requirement to draft the contract in the local language?
  • 4. Is it possible to agree a B2B contract online?
  • 5. Are there any statutory or other controls on parties’ freedom to agree terms in contracts between commercial parties in your jurisdiction?
  • 6. Are standard form contracts treated differently?
  • 7. What terms are implied by law into the contract? Is it possible to exclude these in a commercial relationship?
  • 8. Is your jurisdiction a signatory to the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention)?
  • 9. Is there an obligation to use good faith when entering and performing a contract?
  • More...

This Practice Note contains a jurisdiction-specific Q&A guide to commercial contracts in Mexico published as part of the Lexology Getting the Deal Through series by Law Business Research (published: June 2020).

Authors: Leal Isla & Horváth—Carlos Leal-Isla Garza; Zita Horváth

1. Is there an obligation to use good faith when negotiating a contract?

Yes, pursuant to article 1816 of the Federal Civil Code (of supplementary application to commercial law), contracts may be invalidated if a party’s bad faith affected the other party’s consent. Therefore, there is an implicit obligation for all parties in a contract to negotiate in good faith to ensure that consent is valid.

2. How are ‘battle of the forms’ disputes resolved in your jurisdiction?

Pursuant to the Federal Civil Code (articles 1803–1811), the offeror is bound by its offer if it receives an acceptance by the other party on the same terms proposed in the offer. Thus, the offeror is released from the offer if the acceptance is made with different terms, and in such a case, the party that modifies the terms becomes the new offeror. The agreement will only be perfected when the terms of the acceptance mirror those of the offer.

3. Is there a legal requirement to draft the contract in the local language?

No. In practice, it is common to have commercial agreements drafted in English when parties have different nationalities. In

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