An international contract should establish how a dispute will be resolved as carefully as it defines the goods or services being supplied. A choice of English law alone does not answer where proceedings must be brought, how an arbitration will operate or whether a successful outcome can be enforced against assets abroad.
For businesses contracting with an overseas counterparty, these decisions belong in the negotiation, while the parties can still agree a coherent approach.
Start with the transaction and the counterparty
Identify the legal entity assuming the obligations and establish the signatory's authority. Where the commercial relationship involves a parent company, subsidiary or distributor, confirm which entity is responsible for payment and performance. A familiar trading name is not a substitute for identifying the contracting party.
The agreement should address deliverables, acceptance, currency, payment dates and changes to scope. Liability limits, termination provisions and intellectual property arrangements should reflect the transaction. Mandatory rules may affect a term despite the parties' choice of law, so overseas advice may be needed where performance or assets are located elsewhere.
Make separate choices about law and forum
Governing law determines the legal rules applied to the contract. A jurisdiction clause addresses which courts may hear a dispute. The two should be considered together, but they serve different purposes. Court clauses also need to address whether the chosen jurisdiction is exclusive.
If arbitration is preferred, specify a workable mechanism: the institution or procedural rules, legal seat, language and number of arbitrators. The seat connects the arbitration to a supervisory legal system; it is not simply the address at which a hearing takes place. Check that negotiation or mediation stages are clear and compatible with the main dispute clause.
Review the law of the arbitration agreement
For commercial arbitration within the relevant framework, the Arbitration Act 2025 introduced a distinct rule. An express choice of law for the arbitration agreement takes priority. Without that choice, the default is the law of the seat. Selecting a law for the main contract does not, by itself, amount to an express selection for the arbitration agreement.
The reforms took effect on 1 August 2025. Subject to the transitional provisions, they can apply to arbitration agreements made earlier. They do not generally apply to arbitral proceedings commenced before that date or the related court proceedings. The date of the contract alone therefore does not settle which regime applies.
A clause copied from an older agreement should be checked against the intended seat and governing laws. An English-law supply agreement with a foreign seat may have different laws governing the main contract and the arbitration agreement.
Assess enforcement before choosing a forum
Identify where a judgment or award would need to be enforced. The available route depends on the relevant countries, applicable rules and the decision obtained. Neither an English court clause nor arbitration guarantees recovery, speed or lower overall cost.
Balaghi & Rose assists with commercial contracts and dispute-resolution planning involving international transactions. Contact our team to discuss the proposed terms and any need for advice in other jurisdictions.
General information only. This article concerns English-law commercial contracts and arbitration under the law of England and Wales, and reflects the position checked on 26 October 2026. It is not legal advice.
