Ireland: The Impact Of Brexit On Your Contracts: A Timely Reminder

The United Kingdom's impending departure from the European Union, in whatever form it eventually takes, has the potential to affect all of your company's contracts with UK counterparts, big and small. The uncertainty as to the legal and regulatory landscape looks set to continue. Longer-lasting contracts, which at the best of times will have to cater for the unknown, are in particular need of "Brexit-proofing". Every company should take steps to ensure that its existing and future contracts will not become liabilities in the more uncertain medium- to long-term.

What will be affected?

It goes without saying that the ultimate form of Brexit has the potential to have an impact on all trade between Ireland and the United Kingdom. In addition, it should be noted that your Irish or EU-based suppliers may themselves be dependent on trade with UK-based counterparties which could be affected post-Brexit. It would be prudent to analyse the supply chains of your suppliers and customers, as well as the supply chains prevalent in your industry generally, in order to identify any areas of concern and mitigate any post-Brexit fallout.

Existing Contracts

We suggest the following course of action as a first step in mitigating the Brexit risks relating to your company's existing contracts:

  • Regulation: if your industry is regulated at a European level, or adheres to the rules regarding the sale and supply of products in the EU generally, keep abreast of any developments with regard to continuing regulatory equivalence of the UK under EU law and vice versa, as well as the continuing freedom of movement between the UK and the EU;
  • Supply chain: assess whether the same suppliers or supply chains can be used in light of the changing regulatory landscape, or whether the legal terms governing the relationship need to be changed;
  • Commercial terms: assess whether there is a risk that Brexit may alter the fundamental economics underpinning the commercial terms of the contract and whether it is necessary to change those terms; and
  • Future changes: the UK's departure from the EU may be a gradual process. Continue to assess your company's contractual arrangements in light of further Brexit-related developments.

Of course, it will not be possible to unilaterally make any changes to your existing contracts. However, Brexit risk cuts both ways and many trading partners are just as eager to mitigate it.

Future Contracts

We would suggest that specific clauses be included in commercial contracts to mitigate and allocate Brexit risk, such as the following:

  • change of law clause: some companies may wish to protect themselves by allowing the parties to terminate the contract or change its terms in the event that a change in law or regulation as a result of Brexit makes performance of the contract illegal or prohibitively expensive.
  • Other changes to the cost base: some contracts may allow the parties to terminate the contract or change its commercial terms in the event that exchange rate volatility, changing tax rates or the introduction of tariffs as a result of Brexit exceed certain defined parameters. Alternatively, some contracts may allocate these costs between the parties in advance.
  • Governing law clause: in some industries in particular, companies may prefer for reasons of continuity to have a document governed by Irish rather than English law or to explicitly state that the relevant European legislation will continue to apply.
  • Force majeure clause: this is a standard clause in most commercial agreements to the effect that the parties do not have to perform a contract if certain specified events which are outside of their control (e.g. war, riot, inclement weather conditions) make it impossible to do so. However an event which makes a contract less profitable or more expensive to perform is not generally considered to be an event of force majeure. Companies, particularly those operating in regulated industries, may wish to specifically include certain forms or consequences of Brexit which affect their ability to perform a contract in a force majeure clause.
  • Change control clause: many agreements, especially those of longer duration, include a clause which sets out a procedure for agreeing amendments to certain terms and escalating any issues that cannot be resolved to senior management or mediators. If companies find that it is not possible to predict how Brexit will affect a particular arrangement, they may wish to include a procedure for re-negotiating particular terms in the event that specified Brexit-related events occur.
  • Termination clause: many contracts will set out how the parties may bring it to an end. Some companies may wish to negotiate termination with short notice periods or include specific Brexit-related termination rights, so that they can engage other suppliers in the event that Brexit-related changes render the relationship impractical or uneconomical.
  • Exclusivity clause: for similar reasons, companies may wish to resist exclusivity clauses or require them to include exceptions for specific Brexit-related events.
  • Standard terms and conditions: if you trade on the basis of standard terms and conditions, you may wish to update these to include the points raised above.


These are broad trends and each clause will be specific in its remit and may be negotiated in detail. Any clauses that attempt to mitigate Brexit risk by providing for future amendment of a contract should clearly delineate what terms may be revised and in what specific circumstances this may be done. Otherwise, your trading partners could use them as an opportunity to improve the commercial terms or terminate a contract for convenience. Should you have any queries in relation to Brexit risk in commercial contracts or corporate transactions, please contact the authors or your usual contact in the Dillon Eustace Corporate Department for further information.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions