Contracts Everywhere: a Brazil–USA perspective

Contracts are everywhere in our daily lives – sometimes even without us noticing. At its core, a contract simply requires agreement between two or more parties – and yes, it can be an oral agreement. Consider our globalized world: companies hiring foreign employees rely on employment contracts (contratos de trabalho); someone buying clothes online from another country enters into a purchase agreement (contrato de compra e venda); and when a relative persuades you to invest abroad in foreign currency or stocks, you're dealing with either an investment agreement (contrato de investimento) or a share purchase agreement (contrato de compra e venda de ações). We also read news about mergers, for example, such as the one of Anhanguera and Kroton educational groups, which created the 17th largest company on the Bovespa stock exchange, through a merger agreement (contrato de fusão or incorporação). And in trade disputes, such as during Trump's “tarifaço” (his tariff tsunami), countries examine their supply agreements (contratos de fornecimento).

Yet, different cultures give rise to different legal systems – and consequently, to contracts in very specific formats featuring key structural elements. Brazil and the United States, in this sense, offer a fascinating contrast.

In Brazil, contracts tend to be shorter and more direct, precisely because a dense framework of laws already protects all parties. In fact, Brazil is known for having an extremely high number of laws. Our constitution (the 1988 Democratic Constitution) is the second-longest constitution in the world, behind only India's. With such a robust legal backdrop, there’s less need to spell out every detail contractually, since the laws themselves already provide much of the protection.

By contrast, in the United States, the legal system is built on precedent and stare decisis, with fewer written laws and a much more concise constitutional text (in comparison). They have the oldest and shortest written constitution of any major government in the world. As a result, contracts in the U.S. typically must include a range of boilerplate clauses (cláusulas-padrão): force majeure (força maior), notice (notificações), confidentiality (confidencialidade), assignment (cessão), entire agreement (íntegra do contrato), law and jurisdiction (lei aplicável e jurisdição), severability (independência das disposições contratuais), indemnity (indenização), and remedies (recursos judiciais). These standardized clauses ensure that basic protections are contractually present, even when statutory law may not provide compensation.

Importantly, a contract cannot truly exist without a remedy clause – this is because, if there is a possibility that a contract may be breached without any obligation to restitute, award damages or specifically perform, there is no need for such a contract in the first place. Without remedies, there would be no enforceable obligation at all.

A final, often overlooked curiosity: in Brazil, we reserve “artigo” exclusively for laws themselves; contract provisions are always called “cláusulas”. We never say “artigo” in contracts – it’s cláusula, from start to finish.

TL;DR:

Country	Contract Style	Legal Environment	Why It Matters for You
Brazil	Shorter, direct	Dense protective laws & a long constitution	Less boilerplate; laws cover much
USA	Longer, detailed	Common law, precedent-driven, shorter constitution	Needs boilerplate clauses for protection