What makes a contract binding in Ireland
Four elements: offer, acceptance, consideration and intention to create legal relations. No signature is required for most contracts — emails, purchase orders and conduct will do — which means your business is entering contracts every day whether or not anyone calls them that. The question is never "do we have contracts?" but "whose terms govern them?" A business that hasn't answered that question is trading on the other side's terms, or on no terms at all.
The agreements a trading business actually needs
| Agreement | What it does | Guide |
|---|---|---|
| Terms & conditions of sale | Your default contract with every customer | T&Cs of sale |
| NDA | Protects information disclosed in talks | NDAs |
| Heads of terms | Frames a deal before the full contract | Heads of terms |
| Consultancy / contractor agreement | Engages non-employees safely | Consultancy agreements |
| Service level agreement | Defines and measures ongoing services | SLAs |
| Supply / distribution agreement | Structures your route to market | Supply & distribution |
| Agency agreement | Appoints someone to sell for you | Agency |
| Franchise agreement | Licenses your business format | Franchising |
| SaaS / IT contract | Software, data and uptime obligations | SaaS & IT |
| Shareholders' agreement | Governs the owners' relationship | Shareholders' agreements |
The clauses that decide disputes
Commercial disputes are rarely about the deal itself — they are about the boilerplate nobody read. Our clause library explains each in plain English, with what Irish law says and when to push back:
- Limitation of liability — who pays how much when it goes wrong
- Indemnities — euro-for-euro promises that bypass the usual damages rules
- Termination and notice — how you get out
- Force majeure — what excuses non-performance
- Retention of title — whose goods until paid
- Liquidated damages and penalties
- Restraint of trade and non-compete
- Misrepresentation and entire agreement
- Governing law and jurisdiction
- Assignment and subcontracting
Draft, review or negotiate?
Draft when the document will be reused (terms of trade, standard engagement letters) or the deal is yours to paper. Review when the other side has produced the document — assume every default in it favours its author; see contract review before you sign. Negotiate when the review shows imbalances worth fixing: a marked-up contract with three or four precise asks succeeds far more often than a general complaint. And when a deal has already failed, start at breach of contract — within the six-year limitation window.
How our fees work
You get a fixed quote in writing before any work starts — no hourly-rate surprises and no meter running while you think. If the scope changes, the quote is revised in writing before we continue. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement. How contract solicitor fees work in Ireland →
Frequently asked questions
Is an email exchange a binding contract in Ireland?
It can be — if it shows offer, acceptance, consideration and intention, an email chain binds. Adding 'subject to contract' to negotiations keeps them non-binding until a formal document is signed, which is exactly what that phrase is for.
Do Irish courts enforce harsh contract terms against small businesses?
Between businesses, broadly yes — freedom of contract is the starting point, and the special statutory protections for consumers do not generally apply. That is why the review happens before signature: afterwards, a bad bargain is usually still a bargain.
How long do I have to sue on a contract in Ireland?
Generally six years from the date of breach for a simple contract, twelve years for a deed. Waiting is expensive in other ways too — evidence fades and counterparties dissolve — so take advice early.
What law applies if my supplier is in another country?
Whatever the contract says, usually — governing law clauses are generally respected. If the contract is silent, EU rules typically point to the law of the seller's habitual residence for sale of goods. Check the clause before you sign: see governing law and jurisdiction.
Talk to a solicitor who reads contracts for a living. Call Mary Molloy Solicitors today.
Whether you are drafting terms for your business, handed a contract to sign, or unsure what a clause commits you to, an early conversation costs little and prevents a lot.
📞 Call 01 5827148Try the Contract Risk Checker
richardoshea@marymolloysolicitors.com · Dublin: The Ormond Building, 31–36 Ormond Quay Upper, Dublin 7, D07 EE37 · Kilkenny: 2 Rose Inn Street, Kilkenny, R95 W58D
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