Many commercial disputes do not arise from bad faith but originate from unclear or poorly drafted contracts. The difference between a manageable disagreement and a costly legal battle often lies in a single clause — or its absence. Drafting with dispute prevention in mind means anticipating how contractual terms will be interpreted, performed, enforced and avoiding costly litigation. Such anticipation is best done in concertation with dispute resolution lawyers with the necessary field experience to know how contracts really play out in courts or arbitral tribunals, and know and can estimate the differences in approach. Below are a few less obvious lessons from such field experience.

1. Consider sector-specific complexity

B2B contracts are often drafted by and for professionals within a particular industry. While this ensures technical ease and flow, it can make interpretation difficult particularly for courts who are not specialists, a bit less so for arbitrators who can be chosen also for their sector expertise. The challenge is balancing technical details with clarity and enforceability. In particular, such contracts are often drafted with numerous assumptions implicit in the industry and understandable only for that industry. The more technical the industry, the higher the risk of misunderstanding by courts of such implicit assumptions, particularly as regards the definitions of products, services and their scopes.

2. The importance of definitions – or the lack thereof

Another key consideration concerns the contractual definitions. The definitions provide clarity by specifying the exact meaning of key terms. Properly drafted, definitions prevent ambiguity and misinterpretation, which are also common sources of disputes. Again, as recent lessons from the field teach us, the lack of (appropriate) definitions can sometimes win or lose cases.

3. Draft the key clauses carefully

Certain clauses are particularly prone to trigger disputes. Drafting them with precision improves enforceability of rights before courts of tribunals.

• Scope of obligations

It is advisable to clearly define each party’s rights and obligations, including whether commitments are obligations of means or of result and where possible to replace vague terms with measurable standards, deadlines, deliverables, and formal approval procedures.

• Force majeure and hardship

Force majeure excuses performance when an unforeseen and unavoidable event makes it objectively impossible. Hardship allows modification or termination if performance becomes excessively burdensome. Clauses should include appropriate definitions, notification obligations, and procedures for suspension, renegotiation, or termination, even where contract law, as is currently the case in Belgium, allows for statutory solutions. Practice in court shows that such solutions do not address all the parties’ needs in practice.

• Price revision clauses and indexation clauses

These clauses allow the agreed price to be adjusted based on objective economic parameters, which is particularly useful for long-term contracts. However, the validity of such clauses is not a given in some legal systems such as in Belgium. Also the consequences of non-adherence to such clauses are particularly important: can the contract be terminated if no revision occurs, should the parties renegotiate and how far such a renegotiation duty reach?

The same goes for indexation clauses which are particularly tricky under Belgian law.

• Dispute resolution and law applicable

A well-drafted jurisdiction clause, combined with a clear dispute resolution process, ensures disputes are handled predictably and efficiently. Specify practical steps such as internal negotiation, mediation, or arbitration, with timelines and procedures. This limits uncertainty, reduces costs, and helps preserve business relationships.

The same goes for law applicable clauses. In various sectors, such as in sales, hidden surprises sometimes occur.

• Evidence clauses

Finally, many disputes are winnable as a matter of principle, but are ultimately lost when it comes to the proof of damages. Certain evidence clauses can help to mitigate such risks.

4. Keep evidence in mind

When a dispute arises, evidence is decisive. Maintaining organized records of deliverables and amendments strengthens each party’s position and prevents costly litigation.

5. Conclusion — prevention is better than cure

Contracts do more than allocate rights and obligations; they shape how risks are managed when things go wrong. Drafting with dispute prevention in mind avoids conflicts, ensures clarity, and protects both parties’ interests.

Clear, precise, and well-structured clauses, combined with enforceable dispute resolution and proper record-keeping, make contracts reliable tools for sustainable business relationships. Smart drafting today is the most effective strategy to prevent disputes tomorrow.