What best practices should professionals adopt in Italy to ensure contracts are viable and legally binding?

As a general rule, no special formalities are to be completed in order for commercial contracts to be legally binding. There are however some exceptions. For example, a lease contract for real estate having a duration longer than nine years must be made in writing, signed before a public notary and registered with the land registry.

More remarkably, articles 1341 and 1342 of the Italian Civil Code state particular rules regarding ‘unfair clauses’ included in general terms of contracts drafted by one party and not negotiated with the other party or included in pre-printed contract forms.

The unfair clauses are valid and enforceable only if the non-drafting party declares in writing that he has explicitly accepted them and if such declaration is rendered in accordance with the formalities required under the Civil Code and the relevant case law.

General rules aimed at ensuring contract effectiveness must also be observed, such as drafting the contract in a language that the parties can understand, identifying the prevailing version of the contract in case the same is drafted in different languages, giving the parties the chance to examine and sign the contract before triggering the underlying transaction and making sure that the signatories to the contract are duly empowered to do so.