Resultados de busca

Buildings constructed without municipal approval, without an occupancy permit ( “habite-se” ), and without the Fire Department’s Inspection Certificate ( AVCB ) represent not only an urban planning problem but also a serious risk to human life. The continued existence of such properties in irregular status may generate civil and criminal liabilities  for condominium managers, administrators, and unit owners. This article analyzes the legal foundations of such liability, the circumstances in which it may arise, and how Urban Land Regularization (REURB)  serves as a preventive instrument. 1. The Legal Risk of Irregularity 1.1. Lack of approval and safety Without municipal approval and without an AVCB: ·         There is no guarantee of escape routes in case of fire; ·         There is no certification of structural stability; ·         There is no technical responsibility assumed by engineers or architects. 1.2. Direct impact on liability Under these conditions, any incident (fire, collapse, smoke intoxication) can be attributed to the omission of building managers. 2. Civil Liability 2.1. Civil Code ·         Art. 927: obligation to compensate for damage resulting from unlawful acts; ·         Art. 186:  characterizes as unlawful the act of anyone who, by action or omission, causes harm to another. 2.2. Application in irregular buildings ·         Condominium managers and owners may be held jointly liable for damages to residents or third parties; ·         Insurance companies may deny coverage, alleging building irregularity; ·         Victims may file costly lawsuits seeking damages. Practical example:  Fire in a building without AVCB → victims sue the condominium and its managers, who respond with their personal assets. 3. Criminal Liability 3.1. Penal Code ·         Art. 132:  exposing the life or health of others to imminent danger; ·         Arts. 129 and 121 (culpable):  bodily injury and negligent homicide in the event of a tragedy; ·         Art. 250:  crime of fire, when negligence in preventive measures is present. 3.2. Practical application ·         Condominium managers may face criminal charges for intentional or negligent omission; ·         Original developers and builders may be held liable for crimes against urban planning order (Law No. 8,176/91). 4. Administrative Liability Beyond civil and criminal spheres, administrative sanctions may apply: ·         Municipal fines; ·         Building interdictions; ·         Work stoppage orders. These measures are often applied cumulatively, further increasing legal insecurity for the condominium. 5. The Role of REURB in Prevention REURB—particularly REURB-E (Specific Interest) —functions as a preventive tool by: ·         Requiring Fire Department inspection and issuance of AVCB; ·         Mandating the submission of “as built” plans and technical reports by engineers or architects; ·         Regularizing the situation before the Municipality, preventing fines and work stoppages; ·         Shielding managers and unit owners from future civil and criminal lawsuits. 6. The Importance of Proactive Action Failure to pursue regularization is, in itself, a risk factor. Condominium managers and unit owners who refuse to initiate regularization may be held liable for negligence. Thus, retaining specialized attorneys and initiating REURB proceedings should be viewed not as an expense but as an investment in safety and legal protection . Conclusion Irregular buildings represent a hidden liability  for residents and managers. At any moment, they may become the stage of tragedies with devastating civil and criminal repercussions. REURB emerges as the safest path to eliminate this risk, ensuring not only registry formalization but also the structural and safety adequacy of buildings. Regularization is not merely a matter of property—it is a matter of life, responsibility, and citizenship .

Urban Land Regularization ( REURB ) is a complex procedure that involves legal, urban planning, social, environmental, and registry aspects. By nature, it is a collective process: it affects dozens or even hundreds of property owners, involves the Municipality, environmental agencies, notary offices, and, in some cases, the Public Prosecutor’s Office. This multiplicity of actors makes REURB fertile ground for conflicts and deadlocks, which often delay or even prevent regularization. This article addresses the main disputes and practical challenges that arise in these procedures and how attorneys can prevent or resolve them. 1. Resistance of Residents to Bear Costs Although REURB-S (social interest) is funded by the government, REURB-E  (specific interest) requires beneficiaries to pay fees, costs, and professional expenses. It is common for some residents or developers to: ·         Refuse to pay their share; ·         Claim financial inability; ·         Question the method of cost apportionment. Risk:  Default by some compromises the progress of the entire process. Solution: Clauses establishing joint liability, well-documented assemblies, and, as a last resort, judicial collection. 2. Conflicts with Original Developers In many cases, irregular subdivisions remain under the name of the original developer (or their heirs). When REURB is initiated by residents, conflicts may arise: ·         Developers demand financial compensation; ·         They contest the loss of ownership; ·         They file administrative or judicial challenges. Solution:  The law allows direct titling to occupants, provided that occupation was consolidated before December 22, 2016 . Nonetheless, disputes are often unavoidable. 3. Excessive Requirements from Municipal Authorities Municipalities often condition REURB approval on costly infrastructure works that are unfeasible for middle-class residents. Example:  Demanding complete paving, underground utility networks, or green areas beyond what the law requires. Solution:  Judicial action, showing that the law does not impose the same infrastructure standards required for new subdivisions (Law No. 6,766/79), but only feasible adjustments in consolidated settlements. 4. Possessory Actions and Neighbor Disputes During REURB, disputes may arise involving: ·         Neighbors claiming land invasion; ·         Conflicts over lot boundaries; ·         Overlapping property deeds or outdated registry records. Solution: Cooperation between lawyers, engineers, and registry offices, with topographic surveys and expert reports. 5. Mass Litigation When there is no internal consensus, residents or groups may: ·         File individual lawsuits against the condominium or association; ·         Challenge fees or professional expenses; ·         Contest the Certificate of Land Regularization (CRF)  in court. Solution:  Properly conducted assemblies, formal records of decisions, and transparent management. 6. Environmental Conflicts The Public Prosecutor’s Office or environmental agencies may intervene to block regularization in sensitive areas, citing environmental risks. Solution:  Present technical studies, adopt compensatory measures, and demonstrate that continued settlement is compatible with environmental protection. Conclusion Conflicts in REURB are predictable: resistance to costs, clashes with developers, abusive municipal requirements, possessory disputes, mass litigation, and environmental challenges. Attorneys must act preventively and strategically—balancing interests, guiding assemblies, and, when necessary, taking the matter to court. REURB is not only about property titles; it is also about managing collective conflicts , requiring from the legal professional a technical, firm, and mediating approach.

Urban Land Regularization ( REURB ) has as its main mission the integration of informal settlements into the legal framework. However, many of these settlements are located in environmentally fragile areas or in geotechnical risk zones. Reconciling the right to housing (Art. 6 of the Federal Constitution) with the right to an ecologically balanced environment (Art. 225 of the Federal Constitution) is one of the greatest challenges in land regularization. This article examines how REURB addresses these situations, the legal limits, and the mitigation measures required to balance environmental safety with urban inclusion. 1. Permanent Preservation Areas (APP) and REURB 1.1. What APPs Are As provided in the Forest Code (Law No. 12,651/2012), APPs are areas designated for the preservation of water resources, biodiversity, and soil stability, such as riverbanks, steep slopes, and hilltops. 1.2. Exceptional Regularization Law No. 13,465/2017 allows REURB in APPs but establishes conditions: ·         Requirement of technical studies; ·         Compensatory or mitigating measures (compensatory planting, containment works, drainage, reforestation); ·         Prohibition in areas of insurmountable risk or incompatible with habitation. 1.3. The Role of the Municipality It is up to the Municipality to determine whether the occupation may be regularized, consulting environmental agencies and adopting solutions that minimize impacts. 2. Regularization in Risk Areas 2.1. Concept Areas subject to landslides, floods, erosion, or other phenomena that endanger the lives and property of residents. 2.2. Procedure ·         Preparation of technical safety studies (engineering and geotechnics); ·         Possibility of structural works (retaining walls, drainage, slope stabilization); ·         In severe cases, relocation of families to adequate housing. 2.3. Limit of Regularization REURB cannot legitimize occupations in areas where human settlement is incompatible with safety. 3. Reconciling Housing and the Environment Case law and legal scholarship have understood that REURB must be interpreted in a conciliatory, not exclusionary, way: ·         Decent housing is a fundamental right; ·         A balanced environment is also a fundamental right; ·         It is the duty of the Public Administration to reconcile both values, adopting technical and urban planning solutions that minimize damage and guarantee dignity. 4. The Public Prosecutor’s Office and Environmental Oversight The Public Prosecutor’s Office frequently plays a role in these processes, overseeing whether: ·         The Municipality complied with environmental requirements; ·         Adequate compensation was imposed; ·         The area is not absolutely uninhabitable. Often, MP intervention results in Conduct Adjustment Agreements (TACs) , establishing environmental obligations to be fulfilled before or during REURB. 5. Practical Examples ·         Riverside community: regularized with bank containment works and creation of a linear park. ·         Hillside occupation:  part of the area was subject to relocation, while another part received drainage works and retaining walls. ·         Building in a high-income area:  only obtained a CRF after Fire Department inspection and the requirement of environmental and urban adjustments. Conclusion REURB in APPs and risk areas is not simple. It requires balancing social inclusion with environmental protection, demanding specific technical solutions. In some cases, regularization will be possible with compensations; in others, relocation of families will be necessary. What is not acceptable is inertia: leaving entire communities in irregular situations, without legal or environmental security. Applied responsibly, REURB is an instrument of citizenship and preservation, promoting a fairer and more sustainable city

Urban Land Regularization ( REURB ) is usually associated with low-income housing and residential settlements. However, Law No. 13,465/2017 does not restrict its application exclusively to residential use. Industrial warehouses, shopping centers, malls, and corporate buildings can also benefit from the procedure, particularly when they were built without full urban planning approval or without annotation in the Real Estate Registry Office. This article analyzes how REURB can be applied to the business and commercial sector, what practical benefits it brings, and the specific challenges in such cases. 1. The Current State of Irregularity in the Business Sector Companies and investors frequently encounter properties in irregular situations: ·         Industrial warehouses built in urban expansion areas without municipal approval; ·         Corporate buildings erected with unrecorded alterations in the Property Registry; ·         Shopping centers and malls operating without a Fire Department Inspection Certificate (AVCB); ·         Business condominiums lacking individualized title registration for each unit. These irregularities compromise not only legal certainty but also the functioning of business activities. 2. Applying REURB to Commercial Properties REURB may be applied to business or commercial complexes provided the legal requirements are met: ·         Consolidated occupation prior to December 22, 2016; ·         Existence of permanent use recognized by the Municipality; ·         Urban compatibility with local zoning. 2.1. Modality In practice, these cases are treated as REURB-E (Specific Interest)  since they involve medium- and high-standard developments with no social housing character. 2.2. Steps ·         Regularization of the “as built” plan of the development; ·         Municipal approval and issuance of the Urban Land Regularization Certificate (CRF); ·         Registration at the Property Registry Office, with opening of individualized titles; ·         Compliance with safety standards, particularly those required by the Fire Department. 3. Benefits of REURB for the Business Sector 3.1. Asset appreciation and liquidity Regularized properties can be used as collateral in financing, attract investors, and increase in market value. 3.2. Legal certainty Companies can operate in full compliance with the law, avoiding risks of shutdown, fines, or public civil actions. 3.3. Expansion of business credit With regular title registration, banks accept the property as collateral, making loans and working capital operations feasible. 3.4. Reduced civil and labor risks Business environments lacking an AVCB or technical reports expose employers to civil and criminal liability in the event of accidents. 4. Specific Challenges of REURB in Commercial Areas ·         High costs: adaptation works in warehouses and shopping centers can be substantial; ·         Administrative complexity: regularization requires coordination among City Hall, Fire Department, environmental agencies (such as CETESB), and registries; ·         Diverging interests:  in business condominiums, different investors may resist bearing expenses; ·         Environmental requirements: industrial areas often require additional environmental studies. 5. Practical Example Consider a business condominium in Alphaville, with 100 commercial units occupied for over 15 years but lacking individualized title registration. ·         REURB would allow the opening of titles for each unit; ·         Investors could sell, finance, and register their properties; ·         The condominium would gain legal backing to charge condominium fees and manage the complex. Conclusion REURB is not merely a tool for social inclusion in low-income areas. It is also a business strategy for large commercial and industrial projects that remain in informal status. Regularizing warehouses, shopping centers, and corporate buildings means: ·         Increasing asset value; ·         Expanding access to credit; ·         Reducing legal risks; ·         Strengthening collective safety. In short:  for entrepreneurs and investors, REURB is a passport to the formal market, transforming irregular properties into high-value assets fully integrated into the legal and economic system.

Urban Land Regularization ( REURB ), established under Law No. 13,465/2017, is essentially an administrative procedure , initiated and carried out under the responsibility of the Municipality. However, it is not uncommon for municipal officials to omit action: they fail to initiate regularization procedures, resist approving plans, or simply ignore formal requests made by residents and associations. This omission raises a central question: what is the liability of the Municipality and its officials when they fail to promote regularization?  And, more importantly, how can residents react? 1. The Municipality’s Role in REURB The law is clear: it is the duty of the Municipality to: ·         Identify consolidated informal urban settlements; ·         Classify the modalities of REURB (Social or Specific); ·         Issue the Urban Land Regularization Certificate (CRF); ·         Forward the process to the Real Estate Registry Office. Thus, City Hall is the central authority in the regularization process. 2. Municipal Omission Omission may occur in several forms: ·         Absence of local legislation regulating REURB; ·         Excessive delays in processing requests; ·         General refusal to initiate the procedure; ·         Imposition of disproportionate requirements that make the process unfeasible. Practical example:  residents of a building request initiation of REURB, but City Hall fails to respond for years, leaving everyone in an irregular situation. 3. Liability of Public Managers 3.1 Administrative liability Failure to implement regularization policies may constitute: ·         Political-administrative infraction (administrative misconduct, art. 11 of Law No. 8,429/92); ·         Breach of the social function of the city (art. 182 of the Federal Constitution). 3.2 Civil liability Residents harmed by omission may claim damages against the Municipality, under art. 37, §6 of the Constitution (strict liability of the State). 3.3 Personal liability of the official If bad faith, intent, or misuse of authority is proven, mayors and secretaries can be held personally liable in civil or public misconduct actions. 4. The Role of the Public Prosecutor’s Office The Public Prosecutor’s Office acts as the natural overseer of urban order . It may: ·         File public civil actions to compel the Municipality to initiate REURB; ·         Monitor the implementation of urban and environmental measures; ·         Oversee collective safety, particularly in buildings lacking a Fire Safety Certificate (AVCB). In several states, Conduct Adjustment Agreements (TACs) have already been signed between Prosecutors’ Offices and Municipalities to compel the implementation of regularization programs. 5. Judicial Action for Specific Performance When the Municipality fails to act, residents and associations may go to court with: ·         Action for specific performance , requesting that the Judiciary order the Municipality to initiate REURB; ·         Request for urgent relief , where there is immediate risk to the community (e.g., a building without a fire safety certificate in a populated area); ·         Possibility of combining claims for collective moral damages  due to governmental omission. Practical example:  an irregular building in an upscale area, without municipal approval and lacking fire safety measures, may obtain a judicial order requiring the Municipality to initiate REURB and enforce minimum safety works. Conclusion Liability for REURB does not rest solely with residents or associations: it is a constitutional and legal duty of the Municipality . When there is omission, it opens the door to: ·         Administrative and civil accountability of public officials; ·         Intervention by the Public Prosecutor’s Office; ·         Judicialization, through actions for specific performance. In summary:  if City Hall fails to act, society can and must turn to the Judiciary to compel regularization, safeguarding not only the right to housing but also collective safety and dignity.

For many individuals and companies, purchasing a property is one of the most significant investments of their lives. However, buyers do not always receive a property with its documentation in order. When a property’s title registration ( matrícula ) contains irregularities, the situation can affect possession, ownership, and even the ability to resell the asset. In this article, we explain what an irregular title registration means, the legal risks for the buyer, possible judicial and extrajudicial outcomes, and the measures that can be taken to preserve rights and avoid losses. 1. What Is an Irregular Title Registration? The matrícula is the official document that individualizes the property at the competent real estate registry office ( cartório de registro de imóveis ). It records the origin of ownership, transfers, physical characteristics, encumbrances, and other registry acts. A title registration is considered irregular when: ·         The property does not yet have an individualized registration (e.g., an undivided fractional share without subdivision); ·         The registration is non-existent, canceled, or contradictory; ·         There is a discrepancy between the physical reality and the description in the registration; ·         There are pending lawsuits, liens, or duplicate registrations; ·         The property results from an illegal subdivision or irregular land parceling. 2. What Are the Risks for Those Who Bought a Property with an Irregular Registration? a) Inability to register the public deed Without a valid registration, the buyer cannot record the transfer of ownership—meaning they remain only as a possessor, not as a legal owner. b) Loss of the property to third parties acting in good faith In some cases, the property may be claimed in court by another holder with a valid and prior registration, creating a risk of eviction (loss of the asset). c) Difficulty obtaining financing or reselling Financial institutions require a regular registration to grant loans with real estate as collateral. Without it, the property loses liquidity and market value. d) Liability for hidden obligations or overdue taxes Properties with irregular registration often conceal tax, environmental, or condominium debts that may be charged to the current occupant. 3. I Bought Without Knowing. What Can I Do? 1. Assess the extent of the irregularity Obtain an up-to-date certificate from the registry office and, if necessary, a topographical or legal report. Many irregularities can be corrected through administrative procedures, such as: ·         Construction annotation ( averbação ); ·         Area correction ( retificação de área ); ·         Subdivision or unification; ·         Regularization through the REURB program (Law No. 13.465/2017). 2. Attempt extrajudicial regularization If the seller can be located and is cooperative, it may be possible to execute the deed or an addendum, gather documents, and proceed with regularization at the registry office and city hall. 3. Seek judicial regularization or termination If regularization is impossible or the seller acted in bad faith or with significant omission, the buyer may: ·         File a lawsuit for contract termination and restitution of amounts paid; ·         Claim damages, if proven losses exist; ·         Request adjudicação compulsória  (compulsory conveyance) if full payment has been made and the seller unjustifiably refuses to regularize. 4. Case Law on Irregular Registration and Buyer Protection “A buyer of a property with an irregular registration may seek contractual termination and restitution of amounts paid, especially when registration is impossible.” ( TJSP – Civil Appeal 1021844-53.2021.8.26.0002) “Material and moral damages are owed to a good-faith buyer who acquires a property without an individualized registration and is prevented from registering ownership.” ( TJMG – Civil Appeal 1.0000.20.514353-9/001) “The absence of registration prevents the acquisition of real property rights and is not equivalent to mere possession or a promise to purchase and sell.” ( STJ  – REsp 1.027.063/SP) 5. How to Protect Yourself Before Buying a Property Companies and individuals should conduct rigorous legal due diligence before purchasing, with proper technical and documentary support: ·         Request an updated title registration certificate and negative certificates (tax, civil, environmental); ·         Verify the registration status and land subdivision compliance (especially in subdivisions and rural properties); ·         Prefer executing a public deed with a clause requiring registration and legal guarantees; ·         Make final payment conditional upon proof of regularization of the registration; ·         In the case of a fractional share, require proof of the feasibility of future individualization (approved project, REURB, registration in progress). 6. Final Considerations Acquiring a property with an irregular registration can jeopardize not only ownership rights but also the buyer’s investment and asset security. Good faith does not eliminate the legal consequences of irregularity, although it is considered by courts when protecting an injured buyer. If the registration is compromised, swift action with legal support is essential. In many cases, it is still possible to regularize the situation administratively or through court proceedings, avoiding permanent losses. Preventive and corrective legal counsel is critical both to identify risks before purchase and to develop safe strategies for regularization or compensation.

The growth and complexity of business relationships make situations of contractual frustration inevitable. Even well-organized and reputable companies are subject to operational failures, occasional nonperformance, or disputes over contractual interpretation. The problem arises when such situations escalate into lawsuits with the risk of a judgment for breach of contract. In this article, we analyze the main causes of such judgments and present effective strategies to prevent litigation, protect the company, and demonstrate good faith and diligence in contract performance. 1. What Constitutes a Breach of Contract That Can Lead to Liability Not every contractual breach automatically results in a court ruling against the breaching party. Case law generally requires intent ( dolo ), negligence ( culpa ), absence of legal justification, or disregard for the principle of objective good faith. Minor delays or partial performance may be resolved through negotiation or contractual rebalancing. Judgments typically arise from: ·         Absolute breach, causing total frustration of the obligation; ·         Material breach (a clause essential to the contract); ·         Unjustified refusal to perform; ·         Failure to communicate or attempt prior resolution; ·         Proven harm to the injured party, with direct financial loss. 2. Common Causes of Court Judgments for Breach of Contract ·         Poorly drafted or incomplete contracts, lacking clear definition of obligations, deadlines, and consequences; ·         Lack of documentation for negotiations and performance (payments, deliveries, extensions); ·         Internal disorganization: operational failures, ineffective communication, lack of familiarity with contractual clauses; ·         Negligence in formalizing amendments or notices of contractual changes; ·         Absence of criteria for termination, tolerance clauses, or rebalancing provisions; ·         Abusive clauses that violate the social function of the contract and lead to partial nullity. 3. Practical Measures to Avoid Court Judgments 1. Draft contracts with clarity and predictability ·         Set out obligations, deadlines, contractual milestones, penalties, and dispute resolution mechanisms; ·         Avoid generic clauses, ambiguous terms, and critical omissions. 2. Maintain documentation and traceability ·         Keep records of deliveries, payments, meetings, emails, and notices; ·         Formalize any amendments, renegotiations, or deadline changes in writing. 3. Monitor deadlines and obligations internally ·         Use systems or controls to track due dates and responsibilities; ·         Train those responsible for contract performance on their duties. 4. Include exclusion clauses and tolerance provisions ·         Add force majeure, unforeseeable event, and tolerance clauses; ·         Allow adjustments or contractual rebalancing in case of unforeseen events. 5. Notify and propose solutions before resorting to litigation ·         Demonstrate good faith and willingness to resolve the dispute out of court; ·         Failing to attempt settlement may be negatively viewed by the courts. 6. Avoid silence or inaction in the face of issues ·         Not responding or ignoring questions may be interpreted as contractual disregard; ·         Always formally communicate the company’s position when problems are raised. 4. Case Law on Corporate Contractual Liability “A company that, in the face of nonperformance, fails to prove an attempt at resolution or legal justification is liable for losses and damages.” ( STJ  – REsp 1.729.325/SP) “Objective good faith requires the parties not only to comply literally with the contract but also to act cooperatively and transparently in its performance.” ( TJSP – Civil Appeal 1007653-89.2021.8.26.0100)“The absence of clear clauses and proof of an attempt at renegotiation undermines the defense and leads to liability for breach.” ( TJMG  – Civil Appeal 1.0024.14.325743-6/001) 5. When Breach Is Unavoidable: How to Minimize Impact If a company foresees that it will be unable to fulfill a contractual obligation, certain actions can minimize or avoid liability: ·         Notify the other party immediately, stating the reasons for the breach and proposing alternatives (e.g., extension, substitution, reduction); ·         Negotiate a contract amendment or alternative performance, with formal signatures; ·         Show that the failure resulted from external or unforeseen factors, with supporting documentation; ·         Keep records of all attempts to restore contractual balance. These actions do not erase the breach but may remove the element of fault, preventing contractual penalties or disproportionate judgments. 6. Final Considerations Avoiding judgments for breach of contract requires more than good intentions: it demands legal prevention, internal organization, and responsible contract execution. Even in times of crisis, a company that communicates, justifies, and attempts out-of-court resolution is more likely to receive favorable consideration from the courts. More than seeking a court victory, the goal should be to preserve commercial credibility, avoid losses, and shield the company from indemnity claims. Ongoing work by specialized legal counsel is essential to review contracts, structure strategic clauses, and train teams in contract compliance and risk management.

Contract breach—meaning the failure to fulfill obligations assumed under a contract—represents one of the greatest risks to business activities. Whether due to delays, interruptions in service delivery, defective performance, or non-payment, losses caused by third parties can financially compromise entire operations. In this article, we explain what constitutes a contractual breach, what rights the injured company has, and, most importantly, how to structure contracts and procedures to protect against future losses and disputes. 1. What Is a Contractual Breach? A contractual breach occurs when one party fails to perform, in whole or in part, the obligations assumed under the contract without justification. It may take the form of: ·         Absolute breach : the purpose of the contract is defeated by the breach (e.g., failure to deliver within an essential deadline); ·         Relative breach (default/mora) : the obligation is performed late or defectively, but is still useful; ·         Willful or negligent nonperformance : when there is intent to breach or unjustifiable negligence. These situations generate legal consequences ranging from termination of the contract to payment of damages. 2. Legal Basis and Duty to Indemnify The Brazilian Civil Code clearly establishes that contractual breach entails the duty to compensate the injured party for damages, regardless of fault, unless there is an exclusion of liability (Art. 393, Civil Code). Relevant provisions include: ·         Art. 389, Civil Code  – Breach gives rise to damages, interest, monetary adjustment, and legal fees; ·         Art. 395, Civil Code  – The debtor is liable for damages, even for unforeseen events, if in default; ·         Art. 475, Civil Code  – The injured party may terminate the contract and claim damages; ·         Art. 416, Civil Code  – A penalty clause for breach may be enforced cumulatively. 3. Main Losses Caused to a Company A contractual breach can result in: ·         Loss of revenue and cash flow interruptions; ·         Disruption of deliveries and services to third parties; ·         Strain in relationships with clients and suppliers; ·         Contractual fines with third parties or public agencies; ·         Litigation and increased legal costs. In many cases, the loss is not limited to the value of the breached obligation, but triggers a chain reaction, impacting the company’s reputation and financial performance. 4. How to Protect Your Company from Contract Breach Prevention is the best strategy. Below are best practices to avoid or mitigate losses: a) Well-structured contract ·         Clear clauses on obligations, deadlines, payment terms, and penalties; ·         Inclusion of a penalty clause for total or partial breach; ·         Definition of what constitutes a material breach. b) Contractual guarantees ·         Inclusion of real guarantees (e.g., surety, collateral, mortgage) or personal guarantees; ·         Partial advance payment or use of escrow arrangements. c) Continuous monitoring of contract performance ·         Track deliveries, payments, and compliance with clauses in real time; ·         Keep formal records of partial breaches or recurring noncompliance. d) Termination and resolution clause ·         Provide for termination in cases of material or repeated breach; ·         Set notification and cure periods before termination. e) Forum selection or dispute resolution method ·         Define the competent jurisdiction or an arbitration/mediation clause, depending on the nature of the transaction. 5. Case Law: How Courts Handle Breach “The contracting party is entitled to terminate the contract, with restitution of the parties to their prior state, in cases of material breach by the other party.” ( STJ – REsp 1.046.513/SP)“A penalty clause stipulated for contractual breach is enforceable regardless of proof of loss, provided it is reasonable and proportional.” ( TJSP  – Civil Appeal 1008521-31.2021.8.26.0100)“Partial nonperformance may justify termination if it frustrates the economic purpose of the contract.” ( TJMG – Civil Appeal 1.0702.000987-2/001) 6. What to Do in Case of Breach 1.       Formally notify the other party 2.       Send notice by email with read confirmation, registered letter, or extrajudicial notice. 3.       Review penalty, termination, and guarantee clauses 4.       Invoke the contractual mechanisms provided. 5.       Record actual damages suffered 6.       Document losses, business interruptions, financial harm, or lost profits. 7.       Assess the feasibility of judicial or extrajudicial action 8.       If amicable resolution is not possible, seek judicial remedies for termination, specific performance, or damages. 7. Final Considerations Contractual breach is inevitable in some business relationships, but its effects can be controlled. Well-drafted contracts, balanced clauses, and internal monitoring mechanisms are a company’s main allies in reducing the impact of nonperformance. Companies that invest in preventive legal counsel, secure negotiations, and strategic contractual clauses are better prepared to enforce their rights and minimize losses, without halting operations or compromising their market reputation.

In the corporate world, a well-drafted contract is one of the main tools for preventing disputes and protecting the parties’ assets. However, as important as defining the subject matter and obligations is knowing which clauses can ensure the stability of the legal relationship—or, if poorly drafted, expose the company to severe risks. This article outlines the contractual clauses that most influence the success (or failure) of a business relationship, highlighting their legal effects and essential drafting considerations. 1. The Strategic Role of Contract Clauses Although contractual freedom is a recognized principle under Brazilian law (Art. 421 of the Civil Code), the enforceability of a contract depends on how rights and obligations are set out and documented. Some clauses operate as true preventive balance points, while others—poorly drafted or absent—may lead to imbalance, litigation, or legal uncertainty. 2. Clauses That Can Save a Business Contract a) Precise definition of the subject matter Clearly specify what will be supplied, performed, or provided, with deadlines, quantities, and measurable technical criteria. This prevents ambiguous interpretations and facilitates enforceability. b) Liability and indemnity limitation clause Defines the types of damages that can be claimed (direct, indirect, loss of profits) and may set a compensation cap, offering predictability and reducing financial exposure. c) Force majeure and unforeseen events clause Protects the parties in exceptional and unforeseeable situations, such as pandemics, war, or natural disasters, preventing liability for events beyond their control. d) Penalty clause (liquidated damages for breach) Establishes a penalty in case of breach, acting as a deterrent and facilitating judicial enforcement, in line with Art. 416 of the Civil Code. e) Mediation or arbitration clause Provides in advance that disputes will be resolved through alternative dispute resolution methods, which can ensure speed, confidentiality, and specialized decision-making. f) Non-compete and exclusivity clause (if applicable) Protects strategic interests in distribution, franchise, or agency agreements, preventing one party from acting to the detriment of the other. 3. Clauses That Can Sink a Contract (or Its Legal Effectiveness) a) Generic or poorly drafted clauses Lack of clarity or the use of vague terms can lead to differing interpretations, undermining the practical effect of the obligation. Example: “payment in a timely manner” without specifying dates or criteria. b) Abusive or unbalanced clauses Provisions imposing disproportionate or one-sided obligations may be struck down by courts, especially in consumer relations or adhesion contracts. c) General waiver of legal rights Anticipatory waivers of essential rights (e.g., compensation for losses and damages or statutory guarantees) may be deemed null for violating public policy. d) Unreasonable choice of fórum Designating an excessively burdensome jurisdiction for one party without justification may be set aside by courts, particularly where it creates contractual imbalance ( STJ , Súmula 335; CPC, Art. 63). e) Absence of a termination clause Failing to specify how and when the contract may be terminated prevents the injured party from acting with certainty and hinders an amicable end to the relationship. 4. Case Law: What Courts Uphold (or Strike Down) “Contractual clauses must be interpreted in light of objective good faith and contractual balance. Abusive or contradictory clauses must be disregarded.” ( STJ  – REsp 1.091.363/SP)“A penalty clause setting a fine proportional to the contract value is valid, provided it observes reasonableness and the nature of the obligation.” ( TJSP  – Civil Appeal 1003248-62.2020.8.26.0100) “A choice-of-forum clause will only be upheld if there is no abuse and it respects access to justice.” ( STF  – RE 438.638/PR) 5. Practical Recommendations for Effective Business Contracts ·         Contract customization : avoid generic templates; draft clauses specific to each transaction; ·         Preventive legal review : a well-drafted contract is worth more than a well-argued lawsuit; ·         Periodic updates : review contracts regularly in light of new laws, case law, and business changes; ·         Proper formalization : record signatures, annexes, notices, and amendments with traceability; ·         Supporting documentation : keep records of contractual performance, extensions, and communications between the parties. 6. Final Considerations The strength of a business contract lies not only in its signature but in the quality of its clauses. In a competitive and complex environment, well-thought-out clauses function as mechanisms of legal stability and protection. Conversely, omissions or poorly drafted provisions can undermine the business relationship, making disputes inevitable and losses irreparable. Strategic and preventive legal counsel is therefore essential to ensure contracts serve as tools of security, not sources of unwelcome surprises.

A contract is one of the main tools for ensuring legal certainty in business relationships. However, even with well-drafted clauses, contractual obligations may be breached, causing financial and reputational impacts for one of the parties. In this article, we explain when a breach of contract occurs, what liabilities are assigned to the defaulting party, what can be claimed in court, and how companies can protect themselves or mount a defense, in accordance with Brazilian law. 1. What Is a Breach of Contract? A breach of contract occurs when one of the parties fails to perform, in whole or in part, the agreed obligations without just cause. This may occur through: ·         Absolute nonperformance : when the obligation is not fulfilled and late performance is no longer useful (e.g., failure to deliver within an essential deadline); ·         Relative nonperformance (default/mora) : when there is delay or defective performance, but fulfillment is still possible and useful. The injured party may seek contract termination, compensation for losses and damages, and specific performance, depending on the circumstances. 2. Legal Basis for Contractual Liability Liability for breach of contract is governed by the general rules of the Brazilian Civil Code, based on the principles of objective good faith, the social function of the contract, and balance between the parties’ obligations. Key applicable provisions: ·         Art. 389, Civil Code  – Establishes the duty to compensate for losses and damages, interest, and monetary adjustment in case of nonperformance; ·         Art. 395, Civil Code  – Liability of the debtor for losses and damages, even if nonperformance results from unforeseen events, when the debtor is in default; ·         Art. 475, Civil Code  – Allows the injured party to terminate the contract and claim damages if the breach is essential; ·         Art. 927, Civil Code  – General provision on civil liability, including contractual obligations. 3. What Can Be Claimed in Case of Breach of Contract The injured party may seek: Specific performance of the contract If fulfillment is still useful, it is possible to demand the obligation in court (delivery of goods, performance of services, etc.). Contract termination When the breach makes the agreement unviable, it is possible to request termination with restitution of payments, when applicable. Compensation for losses and damages This includes: ·         Direct damages (dano emergente) : immediate and direct losses (e.g., amounts paid, investments made); ·         Loss of profits (lucro cessante) : gains that were lost due to the breach. Contractual penalty (liquidated damages) If stipulated, the penalty clause may be enforced without prejudice to additional indemnities, in accordance with Art. 416 of the Civil Code. 4. Limits of Liability and Excluding Factors Not every contractual breach automatically results in indemnification. Case law recognizes excluding factors such as: ·         Force majeure and unforeseeable events (Art. 393, Civil Code) : unpredictable and unavoidable events that prevent performance; ·         Third-party act : when the breach is caused by a third party unrelated to the contractual relationship; ·         Lack of fault or exclusive fault of the creditor : when the injured party’s own conduct contributes to or prevents performance. Liability may also be limited by contractual clauses, provided they are valid and not abusive (e.g., setting a cap on damages or excluding lost profits in business contracts). 5. Recent Case Law on Breach of Contract Brazilian courts have taken a balanced approach to contractual breaches, recognizing the right to termination or indemnification, but also requiring clear proof of damages. “Contract termination for essential breach is admissible, with restitution of the parties to their prior state and indemnification for duly proven lost profits.” ( STJ  – REsp 1.046.513/SP)“A penalty clause stipulated in a commercial contract is valid, provided it does not infringe the principles of objective good faith and contractual balance.” ( TJSP – Civil Appeal 1008739-72.2021.8.26.0100) 6. How to Avoid or Mitigate Risks of Breach of Contract Companies can adopt best practices to prevent disputes arising from nonperformance: ·         Draft contracts with clear and detailed terms, specifying obligations and deadlines; ·         Include tolerance and extension clauses to avoid automatic breach from minor delays; ·         Establish penalty clauses proportional to the risks involved; ·         Provide for force majeure and contractual adjustment in case of unforeseen events; ·         Keep formal records of all communications and notices as evidence; ·         Encourage alternative dispute resolution methods, such as mediation or arbitration. 7. Final Considerations Breach of contract is a common reality in commercial relationships, but its effects can be minimized through proper legal planning. The defaulting party may be held liable, including for full compensation of damages caused, provided the legal requirements are met. On the other hand, the party alleging breach must proceed with caution, as termination or specific performance will only be granted with clear proof of nonperformance and of the damages actually incurred. In all cases, preventive legal advice is essential to structure well-drafted contracts, resolve disputes efficiently, and preserve the commercial relationship between the parties.

The stability and binding force of contracts are pillars of business relations. However, extraordinary and unforeseeable events — such as pandemics, wars, market crashes, hyperinflation, or abrupt regulatory changes — may render the performance of certain obligations excessively burdensome for one of the parties. It is in these contexts that the theory of unforeseeability  applies, allowing for the revision or termination of the contract due to supervening imbalance. In this article, we explain the legal foundations, requirements, recent case law, and how your company can protect itself and act safely in scenarios of contractual unpredictability. 1. What Is the Theory of Unforeseeability? The theory of unforeseeability is a legal doctrine that permits judicial revision of a valid and duly executed contract when unforeseeable and extraordinary events make the obligation excessively onerous for one party, thereby breaking the initial balance of the agreement. It constitutes an exception to the rule of pacta sunt servanda  (contracts must be fulfilled), provided for in Brazilian law based on the principles of the social function of contracts , objective good faith , and contractual balance . 2. Applicable Legal Foundations Brazilian Civil Code – Article 317 “When, due to unforeseeable reasons, there arises a manifest disproportion between the value of the obligation due and that at the time of its performance, the judge may, upon request of the party, adjust it in such a way as to ensure, as much as possible, the real value of the obligation.” Brazilian Civil Code – Article 478 “In contracts of continuous or deferred performance, if the obligation of one of the parties becomes excessively onerous, with extreme advantage to the other, due to extraordinary and unforeseeable events, the debtor may request the termination of the contract.” Consumer Protection Code – Article 6, V Recognizes the consumer’s right to modification of contractual clauses that become excessively onerous due to supervening circumstances. 3. Requirements for Revision Based on Unforeseeability For contractual revision on the grounds of unforeseeability to be judicially admitted, it is necessary to prove: ·         A contract of successive performance or with future execution; ·         A supervening, unforeseeable, and extraordinary event (e.g., pandemic, natural disaster, abrupt macroeconomic instability); ·         A significant contractual imbalance, with excessive burden for one party and undue advantage for the other; ·         Absence of fault or previously assumed risk by the party invoking the revision; ·         Good faith and attempt at extrajudicial renegotiation. 4. Case Law: Revision and the Pandemic as a Concrete Example The Covid-19 pandemic revived the theory of unforeseeability in the courts, leading to several decisions recognizing the need for proportional and temporary adjustment of obligations. ·         “Contract revision due to excessive burden arising from the pandemic is admissible, provided unpredictability, disproportion in performance, and prior attempt at negotiation are proven.” (STJ – REsp 1.870.120/SP) ·         “The theory of unforeseeability justifies the equitable modification of contractual clauses, particularly in long-term contracts affected by exceptional events.” (TJSP – Civil Appeal 1010422-59.2020.8.26.0100) ·         “The abrupt increase in the cost of essential inputs, combined with currency instability, constitutes an unforeseeable event capable of justifying contract revision.” (TJMG – Civil Appeal 1.0000.21.027345-4/001) 5. Which Contracts May Be Revised Based on Unforeseeability ·         Continuous or long-term supply contracts; ·         Commercial lease agreements affected by external events; ·         Service agreements with fixed price adjustments and variable inputs; ·         Construction, infrastructure, or turnkey contracts impacted by currency devaluation or supply chain disruption; ·         Financial or loan agreements with disproportionate clauses under a new economic context. 6. How to Act Preventively to Reduce Risks 1.       Include a renegotiation clause for extraordinary events 2.       Clauses expressly providing that the parties are required to renegotiate the contract in the event of unforeseeable changes reduce litigation risks and demonstrate good faith. 3.       Monitor risk factors during contract performance Indicators of inflation, exchange rates, supply chain stability, and public policies should be monitored on an ongoing basis. 4.       Attempt extrajudicial solutions before judicial revision Offering addenda, extensions, or deferrals before resorting to the courts is viewed favorably by judges. 5.       Formalize the entire contractual history Notices, emails, renegotiation proposals, and meeting minutes document attempts at resolution and prevent unfounded allegations. 7. Final Considerations Contract revision based on unforeseeability does not represent a weakening of contracts, but rather the preservation of balance and good faith in exceptional contexts. Companies that act diligently and strategically are able to maintain business relationships, safeguard their interests, and avoid prolonged litigation. Preventive action guided by specialized legal counsel is the key to structuring resilient contracts, with protective clauses and flexible rebalancing mechanisms.

With the digital transformation of business relations, it has become common to formalize agreements through email, WhatsApp messages, management apps, or digital platforms. Faced with this reality, many wonder: is a contract made or accepted by electronic means legally valid? Moreover, can messages exchanged in messaging apps be used as evidence? In this article, we explain what Brazilian law says about electronic signatures, the legal validity of digital contracts, and how to ensure security in agreements executed outside of paper. 1. What Does the Law Say About Contracts Signed by Digital Means? Brazilian law recognizes the validity of electronic contracts, provided that the principles of party autonomy, good faith, freedom of form, and legal capacity are observed. A signature does not need to be handwritten to produce legal effects. According to Article 104 of the Civil Code: “The validity of a legal transaction requires: (...) III – form prescribed or not prohibited by law.” In other words: if the law does not require a specific form (such as a public deed), the contract may be valid even without a physical signature — including when executed by messages or emails. In addition, Law No. 14.063/2020, which regulates electronic signatures, and the Brazilian Internet Act (Law No. 12.965/2014) reinforce the legality of digital documents and their acceptance as evidence in court. 2. Types of Electronic Signatures and Their Legal Effects Brazilian legislation recognizes three types of electronic signatures, depending on their level of security: Type of Signature Characteristics Legal Validity Simple Login, acceptance via email, WhatsApp, or click-to-accept Valid, but requires proof of authorship and integrity Advanced Biometrics, token, geolocation, two-factor authentication Valid, with stronger evidentiary force Qualified (ICP-Brasil) Digital certificate issued by an official authority Equivalent to handwritten signature for legal purposes e signature — such as acceptance by WhatsApp — may be legally valid, provided it is possible to prove: ·         Who sent the message; ·         The content accepted or agreed upon; ·         The integrity of the communication (no later alterations). 3. Contract by WhatsApp or Email: Is It Valid as Evidence? Yes. Courts across Brazil have recognized WhatsApp conversations, emails, and screenshots as valid evidence, including for debt collection, contractual liability, and proof of business relationships. ·         “The exchange of electronic messages between the parties, via WhatsApp and email, proves the existence of a verbal contract with clear obligations.” (TJSP – Civil Appeal 1009281-14.2021.8.26.0002) ·         “Conversations conducted through messaging applications have probative value when not specifically contested by the opposing party.” (STJ – AgInt in AREsp 1.630.810/SP) It is recommended to capture messages with date, time, and identification of the phone number or email in their entirety. Technical verification tools and even notarial certificates can reinforce the authenticity of the evidence. 4. Precautions When Entering Into Digital or Message-Based Contracts Although valid, contracts entered into via email or WhatsApp must follow basic precautions to ensure legal security and avoid future disputes: ·         Clearly identify the parties involved : full name, CPF/CNPJ (tax ID), email or phone number, and each party’s role. ·         Record the object of the contract with clarity : avoid ambiguities about what is being contracted, deadlines, amounts, payment methods, termination conditions, etc. ·         Keep the conversation history saved and protected : preferably as a PDF or secure backup. ·         Avoid later modifications without express agreement : changes to the contract or its performance must be communicated and validated by both parties. ·         Whenever possible, formalize the final terms in a single document : even if the negotiation began by messages, the ideal is to consolidate it in a proposal, contract, or final email with express acceptance. 5. When Is a Physical or Qualified Digital Signature Mandatory? Despite freedom of form, certain legal transactions require specific formalities, such as: ·         Purchase and sale of real estate worth more than 30 minimum wages (requires a public deed – Civil Code, Art. 108); ·         Suretyship or guarantee contracts (require express signature of the guarantor); ·         Corporate acts requiring registration in notary offices or commercial registries; ·         Powers of attorney with specific powers. In these cases, a WhatsApp contract is not sufficient and must be complemented by formal execution. 6. Final Considerations Yes, contracts executed by email or WhatsApp are legally valid in Brazil, provided the parties, the negotiation content, and the clear acceptance of obligations are identifiable. They may also be used as valid evidence in court, including for collection, damages, or termination purposes. However, informality requires caution: the more complex or significant the legal relationship, the more advisable it is to adopt digital documents with advanced or certified signatures, in order to avoid disputes over the validity of the agreement. Preventive legal counsel is essential for drafting, validating, or reviewing electronic contracts, ensuring legal security without losing agility in digital negotiations.