We have signed in three countries and I have no idea which law governs any of it.
Trading across borders multiplies the paper rather than the business: different governing laws, different enforcement realities, and contracts that were fine domestically and are ambiguous abroad. We own the contract layer across jurisdictions and coordinate local counsel where a matter needs local authority, so there is one relationship rather than five. What goes wrong is rarely the deal. It is the machinery around the deal. A notice clause written for a UK postal system, a jurisdiction clause pointing at a court that cannot reach the counterparty’s assets, an invoice issued by an entity the contract does not name, an employment contract that assumes a statutory regime which does not apply where the person actually works. Each of those is small. Together they mean a business that is genuinely international on its revenue line is still domestic on its paperwork, and the gap is discovered at the worst possible moment: during diligence, during a dispute, or when a customer refuses to pay an invoice it says does not match the contract.
Dinmore Bell acts as the outsourced General Counsel for businesses trading across borders, particularly the UK–UAE corridor: cross-border contracts, governing law and jurisdiction, entity structure, and the instruction and management of local counsel where local authority is required. It is a retained function on a fixed monthly fee.
How we own it
Governing law and the place it will actually be argued
A governing law clause is only as good as the enforcement behind it. We choose the combination of law, jurisdiction and dispute mechanism that gives you a judgment worth having in the place the counterparty holds assets. That is a commercial question before it is a legal one. Where is the money? Where are the people? Where would you realistically go if the relationship failed, and what would you be trying to get, an injunction, a debt judgment or damages? The answers usually narrow the choice to two workable combinations, and then the negotiation is about which one the counterparty will accept. Arbitration earns its place where enforcement has to cross a border, because an award is recognised under a treaty framework that judgments largely are not. It is slower and more expensive than a debt claim, so a well-built contract often routes routine collection to a court and reserves arbitration for the disputes that would justify it.
One structure, several countries
Entity structure, intercompany agreements and transfer arrangements that hold together, so a UK company and a free-zone entity are one business rather than two that share a name. In practice that means deciding which entity owns what, and then making the paper say so. Which company holds the intellectual property, and does the other pay to use it? Which company employs the people, and on what basis do they work for the other? Which company contracts with the customer, and does the entity on the invoice match the entity on the purchase order? These questions have answers on day one and they are cheap to answer then. Left for two years, they become a reconstruction exercise conducted by somebody else’s lawyers, at the point you are trying to sell or raise, and the honest answer to "which entity owns this?" turns out to be "nobody has ever decided".
Local counsel, instructed and held
Where a matter needs local authority we instruct local lawyers, brief them properly, hold the budget and stay accountable for the outcome. You keep one relationship and one point of accountability. The value is in the brief rather than the introduction. A local firm given a clear instruction, the relevant documents, a defined question and a budget produces a usable answer quickly. The same firm given a phone call from a founder who is not sure what they are asking produces a long memorandum covering everything, at a price that reflects it. We write the instruction, review what comes back against what was asked, translate it into a decision, and keep the relationship warm between matters. Over time that becomes a bench of firms in the places you actually trade, which is a considerably better position than searching for a lawyer in a jurisdiction on the day something has gone wrong.
The UK–UAE corridor in practice
Most of our cross-border work runs between the United Kingdom and the United Arab Emirates, in both directions, and the pattern is consistent enough to describe. A UK business opening in Dubai reuses its own templates, which is sensible, and discovers in the first year that the governing law clause, the notice provisions and the payment terms have all quietly stopped working. A UAE business opening in London finds the opposite problem: English law is familiar to its advisers but its standard contract assumes a commercial culture of renegotiation that an English court will not supply. The order of work is the same either way. Decide the contracting entity, choose the law and forum with enforcement in mind, fix the notice clause, align the invoice with the contract, and localise the employment paper. That is a fortnight of decisions applied to a stack of documents, and it is far less expensive than the alternative, which is finding out one clause at a time.
Invoicing, currency and the contract nobody updated
The commonest cross-border failure is administrative. A new entity starts invoicing, and the contract still names the old one, in the old currency, with payment terms that reference a tax treatment that no longer applies. The result is not dramatic. Invoices sit unpaid in a customer’s accounts payable queue because the entity does not match the purchase order. Payment terms drift because two versions are in circulation. A tax line appears on an invoice the contract never contemplated, and a commercial argument becomes a documentary one. We hold the contract register that catches this: every counterparty, which entity signed, which entity invoices, the currency, the renewal date and the notice period. It is unglamorous work and it is the single most reliable way to stop a growing international business from leaking money at the seams.
What travels, and what has to be rewritten
Commercial terms travel well. Scope, price, term, service levels, liability caps and what happens when somebody is late all describe a relationship rather than a legal system, and they survive a change of jurisdiction largely intact. What does not travel is anything that depends on a local fact. Notice provisions that assume a postal system and a public register of addresses. Termination rights that rely on a statutory process. Employment terms, which follow the law of the place the work is done regardless of what the contract says. Intellectual property assignment, where the default position on work made by employees and contractors differs by country. Knowing which half you are looking at is most of the skill. It is also why a template review by somebody who reads the whole estate is worth more than a clause-by-clause review by somebody seeing one contract.
Where specialists come in
We do not practise the law of any jurisdiction and do not undertake reserved legal activities. Advice on the law of a foreign jurisdiction, litigation and any matter before a court are handled by locally qualified lawyers whom we instruct and coordinate. Cross-border tax, transfer pricing, customs and immigration matters are handled by appropriately qualified specialists. International transfers of personal data are made under an International Data Transfer Agreement or the UK Addendum to the EU standard contractual clauses. We hold the budget and remain accountable for the commercial outcome.
Services we run here
- Which law should our international contracts be governed by?
- The one whose courts or tribunals can reach the counterparty’s assets. Familiarity is a poor guide. An English judgment against a company with nothing in England is expensive to obtain and hard to convert into money.
- Do you work in jurisdictions where you are not qualified?
- We own the contract layer and the decision, and we instruct locally qualified lawyers where local authority is required. We write the brief, hold the budget and remain accountable for the outcome, so you deal with one relationship rather than several.
- Can our UK company just sign everything?
- It can, but the revenue and the liability then sit in the UK while the work happens elsewhere. Decide which entity contracts, make it the entity that invoices, and document the intercompany arrangement at the time rather than at year end.
- How do you handle employment in another country?
- Employment follows the law of the place the work is done, so the contract is localised rather than translated. We prepare the local contract, brief local counsel where a specific statutory question arises, and keep the group’s terms consistent where they can be.
- Is arbitration always the right answer for cross-border work?
- No. It enforces better across borders but it is slower and costlier than a debt claim. A well-built contract often sends routine collection to a named court and reserves arbitration for disputes large enough to justify it.
- What does this cost?
- A fixed monthly retainer, scoped to the size of the contract estate and the number of jurisdictions, rather than hourly fees per matter. Local counsel costs are separate and are budgeted and held by us.
- We already have lawyers in each country. What changes?
- The coordination. Four good advisers in four jurisdictions still leaves nobody able to say what is outstanding across all of them on a given morning. We hold that position and instruct the specialists rather than replacing them.
- How quickly can an international contract estate be brought into order?
- The register and the decisions take a few weeks. Re-papering follows the commercial calendar: customer terms first, then the governing law and notice clauses across the estate, then employment, then suppliers at renewal.