A contract in Thailand is worth what a Thai court can read, stamp and enforce — not what the English draft promises.

Choice of foreign law is generally respected for commercial contracts between businesses, subject to Thai public order and to mandatory local rules that cannot be contracted out of. But the practical question is not which law governs; it is where the counterparty's assets sit. If they sit in Thailand, a foreign court judgment will not be enforced directly here and would have to be re-litigated, whereas an arbitral award is enforceable under the New York Convention. That single asymmetry is often the strongest reason to prefer arbitration in a cross-border deal, and it belongs in the drafting conversation rather than the dispute.

Language is the second structural choice. Thai courts require Thai; a foreign-language contract is admitted with a certified translation, and any ambiguity between versions becomes an argument. We draft bilingually in parallel columns and add a prevailing-language clause, then have the two texts checked against each other by someone who did not write either. Where the counterparty insists the Thai version prevails, we accept that only after the Thai text has been read as the operative document, because from that moment it is the contract.

Mandatory statutory content is the trap nobody expects. Employment terms cannot fall below the Labour Protection Act, whatever the contract says. Consumer contracts, hire purchase, certain leases and franchise arrangements have prescribed clauses and prohibited terms, and unfair terms in a standard-form contract can be reduced by the court. Drafting freely and hoping is not a strategy; we check the statutory floor for the contract type first.

A Thai company binds itself through the directors named in its affidavit, in the combination the affidavit specifies, usually with the company seal where the affidavit requires one. We read the current affidavit before signing rather than accepting a business card or a job title, because a contract executed by an unauthorised person is a dispute about ratification instead of a contract. Where a manager signs, we ask for the power of attorney and check its scope and date.

Execution formalities matter for a small set of documents: transfers of land and condominium units are effected at the Land Office, mortgages and certain security must be registered, long leases over three years require registration to be enforceable for the full term, and some transactions need witnesses. A perfectly drafted thirty-year lease that was never registered gives three years of certainty and a long argument afterwards.

Stamp duty is the quiet one. The Stamp Duty schedule applies to leases, loans, hire of work, agency, share transfers and other instruments, at rates tied to value. Unstamped or under-stamped instruments attract a surcharge and, more importantly, their use as evidence is restricted, which is exactly when you need them. We compute duty at drafting, say who pays it, and stamp before filing rather than during litigation.

Payment and currency: baht obligations avoid an exchange-rate argument, and where payment crosses borders, withholding tax and treaty relief should be allocated expressly rather than discovered by the payer at the first invoice. Penalty clauses are enforceable in principle, but a Thai court can reduce a penalty it considers excessive, so a liquidated sum with a rational basis survives better than a punitive multiple.

Termination and notice: Thai courts look closely at whether the terminating party followed its own notice mechanics. We keep notice provisions simple, name a real address and a working email, and require a written cure period, because most termination disputes we defend turn on process rather than on the underlying breach.

Confidentiality, non-competition and intellectual property: post-employment restraints are enforceable only where reasonable in scope, time and geography, and an overreaching restraint may be narrowed or ignored. Assignment of intellectual property should be express and, where registrable, recorded; the default rules do not always put ownership where the commercial deal assumed it. Finally, force majeure and change-of-law clauses should say what happens to money already paid, which is the question that actually arises.