Drafting and reviewing bilingual contracts

Thai law does not require ordinary commercial contracts to be in Thai; the Civil and Commercial Code applies freedom of contract. However, if the dispute reaches a Thai court, foreign-language documents must be filed with a Thai translation. Bilingual contracts with an explicit controlling-language clause are therefore standard. Without that clause, the court must interpret the parties' intention, which adds a further layer of dispute.

Four points come first: whether the parties and signatories match the company affidavit issued by the Department of Business Development; whether the scope of work and payment terms are measurable; the governing law and dispute-resolution mechanism; and the termination clause and its consequences. If the signatory lacks authority under the affidavit, the contract may not bind that company at all.

Parties may choose foreign governing law in a contract with an international element, provided the choice does not contravene public order or good morals. When enforcing in Thailand, the party relying on foreign law bears the burden of proving its content to the Thai court. In practice, where the assets and counterparty sit in Thailand, Thai-seated arbitration or the Thai courts usually enforce faster.

Yes. Section 383 of the Civil and Commercial Code empowers the court to reduce a disproportionately high penalty to a reasonable amount, taking into account every legitimate interest of the creditor and not only monetary loss. A very large stipulated penalty is therefore no guarantee of full recovery; a reasoned, documented estimate of loss is far more effective.

Section 118 of the Labour Protection Act B.E. 2541 sets severance by length of service: 30 days' wages after 120 days but under 1 year; 90 days after 1 but under 3 years; 180 days after 3 but under 6 years; 240 days after 6 but under 10 years; 300 days after 10 but under 20 years; and 400 days at 20 years or more. Severance is separate from payment in lieu of advance notice.

Section 119 lists the exceptions: dishonesty in the performance of duties or an intentional criminal offence against the employer; wilfully causing damage; gross negligence causing serious damage; violating lawful work rules after a written warning; three consecutive working days of absence without reasonable cause; and imprisonment under a final judgment. The ground must be stated in the termination letter, otherwise the employer cannot rely on it later.

First determine whether the payment is earnest money under sections 377–378 or a part payment of price. Where the seller is in breach, the buyer may claim the money back plus damages. Practically: gather the sale and purchase agreement, receipts and correspondence, serve a written notice fixing a period for performance, then terminate and sue if ignored. For licensed housing and condominium projects, a complaint to the Office of the Consumer Protection Board is an additional route.

Under the Condominium Act B.E. 2522 as amended, aliens may collectively hold ownership of units not exceeding 49% of the total unit space in that condominium, and must evidence the inward remittance of foreign currency — for example the bank's foreign exchange transaction form — for registration of transfer at the Land Office. Check the remaining foreign quota with the juristic person before paying any deposit.

General claims with no specific period prescribe in ten years under section 193/30. Tort claims prescribe one year from when the injured person knew of the wrongful act and the identity of the person liable, and in any case ten years from the act, under section 448. Certain wage and arrears claims prescribe in two years under section 193/34. Assess prescription before entering negotiations, because delay can extinguish the claim.

Yes. Under the Arbitration Act B.E. 2545, where the parties have agreed to arbitrate and one party nevertheless sues, the other may apply to the court to strike the case out so the dispute goes to arbitration. The clause should specify the institution, the number of arbitrators, the seat and the language — otherwise the parties spend time litigating procedure before reaching the merits.

Lodge a complaint with the inquiry official at the police station for the locality where the offence occurred, with evidence: transfer slips, chat records, contracts and destination account details. Online-crime cases can also be reported through the government's online crime response centre. Obtain a copy of the daily record, and check that it records a complaint requesting prosecution rather than a mere memorandum of facts.

Yes, under sections 326–328 of the Penal Code, and publication through media, including online media, falls under section 328 with a heavier penalty. Posting criticism of a business or an individual therefore carries greater legal risk in Thailand than in many countries. The exemptions in section 329 and the proof of truth in section 330 apply on specific conditions — truth alone is not always a defence.

Thailand has acceded to the HCCH Apostille Convention, which enters into force for Thailand on 28 February 2027. Until that date, documents still follow the existing legalisation and embassy chain. From then on, documents exchanged between Thailand and other contracting parties need only an Apostille certificate from the competent authority. Always confirm with the receiving body, as some still require a certified translation.

Yes, parties may choose their contract language, but a Thai translation must be filed and the court works from that translation — which is where technical wording gets distorted. The safer practice is a single bilingual instrument with a governing-language clause, reviewed by a legal translator before signature.

Generally yes. Choice-of-law and arbitration agreements are recognized, and as a New York Convention party Thailand enforces foreign arbitral awards through a court application. Courts will not enforce terms contrary to public order or good morals, and matters reserved to Thai jurisdiction — land rights, for example — must still be handled here.

No. Thailand has no general regime for recognizing foreign judgments, so the winning party must sue afresh in a Thai court on the underlying facts, using the legalized and translated foreign judgment as key evidence. Foreign arbitral awards are different — they are enforceable under the New York Convention. This distinction should drive your dispute-resolution clause at drafting stage.

Cash, a bank passbook with a bank confirmation letter, a title deed with an official valuation, a bail-bond insurance certificate, or a qualifying person acting as surety. The amount follows the court's standard schedule for the offence and its penalty. For foreign suspects courts weigh flight risk more heavily and may add conditions such as a travel ban or scheduled reporting.

Defamation is a criminal offence here, not merely a civil claim. Imputing something to another person before a third party in a way likely to damage reputation carries fines and imprisonment, and doing so by publication or online increases the penalty, sometimes alongside Computer Crime Act exposure. Negative reviews, landlord disputes and naming-and-shaming posts generate a large share of foreigner cases.

Leases of immovable property over three years must be registered or they are enforceable for only three years. The security deposit must be returned at the end of the term, with deductions limited to damage the landlord can actually prove — not fair wear and tear. Move-in and move-out photographs, a condition report and payment records decide these cases; smaller claims usually resolve faster through mediation or the small-claims track.

At minimum: a measurable scope and acceptance criteria, payment terms with default interest, liability caps and liquidated damages, confidentiality, IP ownership, force majeure, termination rights, and a dispute-resolution clause naming governing law and forum — plus an annex verifying the signatories' authority against the company affidavit.

Small claims below the statutory threshold follow a summary, low-cost procedure. Consumer cases are deliberately claimant-friendly: filing fees are exempt, case officers help draft the complaint, and the business bears the burden of proof on certain facts. Foreign consumers in Thailand can use this track, and it typically resolves far faster than an ordinary civil action.

Generally no. Thailand has no statute providing direct recognition and enforcement of foreign court judgments, so the successful party normally files a fresh case in a Thai court and uses the foreign judgment as evidence. Foreign arbitral awards are different: Thailand is a party to the New York Convention and has domestic legislation supporting enforcement, which is why many cross-border contracts choose arbitration instead of foreign court jurisdiction.

They can be enforceable if the general requirements of contract law are met and the terms do not offend public order. However, once a dispute reaches a Thai court a certified Thai translation is required, and translation quality itself can become a contested issue. Best practice is a bilingual document in a single instrument that states the controlling language, the governing law, and the chosen forum, reviewed by a legal specialist before signing.

Parties may agree a governing language clause, and Thai courts will generally look to that agreed intention together with the other evidence. Note that in Thai court proceedings any foreign-language document must be filed with a certified Thai translation. Practically, translate in parallel from the first draft rather than after signature, and align legally loaded terms such as damages, penalty and termination in both texts. Avoid clauses stating that both versions are equally authoritative, which is a common source of dispute.

A runner executes the list you provide. An adviser helps decide what should be done first, what can be skipped, and where the unseen legal risk sits. We work in the second mode: assess the facts, set out options with the trade-offs, draft and review bilingual documents, liaise with authorities and courts, and report progress at each stage. Our team has advised Thai and foreign clients for more than 15 years. Contact us for a step assessment of your matter before you commit.

Treat them as two separate clauses: the governing law of the contract, and the dispute forum (Thai courts, a foreign court, or arbitration). Before drafting, collect both parties' company certificates, evidence of signing authority, identity documents of the signatories and the agreed commercial terms. Then fix the law and forum, draft a bilingual version stating which language prevails, verify signing authority, and sign, with signature certification if the receiving side requires it. Note that Thailand has no automatic recognition of foreign court judgments, so choosing a foreign court does not guarantee enforcement here; arbitration is often the more enforceable choice. We advise on the structure and prepare the certification set in one pass.

Not in every case, but it is often decisive. A demand letter should identify the parties, the obligation, the amount and how it is calculated, a reasonable payment deadline, payment channels and the consequences of non-compliance, and should be sent with proof of delivery. For some claims — terminating a contract, or debts without a fixed due date — a demand is what puts the debtor in default. Check the limitation period before sending, state the amount accurately and allow a realistic deadline, because errors become defences later. Assemble the documentary evidence before the letter goes out; it will be quoted in court.

Include a clause stating which language prevails in case of conflict, together with the governing law and the forum for disputes. A frequent mistake is making English the governing text when the contract must be filed with a Thai authority that accepts Thai only, which forces a later translation and creates inconsistency risk. Producing the certified translation on the signing date avoids that.

Thai law recognises electronic transactions in principle, but evidential weight depends on the reliability of the method: how the signatory was identified, whether later alteration is detectable, and what audit trail exists. Some instruments must still be in writing and registered with an official, notably dealings in immovable property. Signature certification for overseas use also still requires wet signing before the certifying attorney.

Begin with three clauses: governing law, dispute forum, and the notice mechanism. Serve notice exactly as the contract requires and keep proof of delivery. If proceedings follow, assess where the counterparty's assets sit, because winning in a forum where you cannot enforce achieves nothing. Have certified translations of the supporting documents prepared in advance.