Foreign companies negotiating in Argentina often assume that the local contract is a translated version of the one they use everywhere else. Most of the time, that assumption survives — Argentine contract law is a civil-law system built on party autonomy, and commercial parties are given wide latitude.
The problems arise in a narrow set of places where Argentine law does something an English or US lawyer would not expect. Two of them changed materially at the end of 2023. Here are the ones worth knowing before you sign.
You can now be paid in dollars — and that is new
This is the single most consequential recent change for foreign counterparties.
Under the original Civil and Commercial Code, an obligation agreed in a currency that was not legal tender in Argentina was treated as an obligation to deliver a quantity of things rather than money, and the debtor could discharge it by paying the peso equivalent. Contracts routinely worked around this with express clauses, and courts generally respected them — but the default cut the wrong way, and litigation over exchange rates was constant.
Emergency Decree 70/2023, in force since the end of December 2023, rewrote the rule. Article 765 of the Code now provides that an obligation is a monetary obligation whether or not the currency is legal tender in Argentina, that the debtor is only discharged by delivering the amounts committed in the agreed currency, and that judges may not modify the form of payment or the currency agreed by the parties. Article 766 was aligned to match.
Two qualifications matter, and neither is usually mentioned:
It is not retroactive. The Code’s own transition rule means new supplementary provisions do not reach contracts already in course of performance. Agreements predating the reform continue under the old regime unless they expressly required payment in the foreign currency.
The prohibition on judicial modification is narrower than it reads. The decree did not touch the doctrines through which Argentine courts have always adjusted contracts — hardship, force majeure, frustration of purpose, abuse of rights, the rules on unfair advantage. A court that wants to intervene retains the tools to do so. Treat Article 765 as a strong default, not as an absolute shield.
The decree’s constitutionality has been challenged in various proceedings. That debate has not displaced these provisions in commercial practice, but it is worth tracking rather than ignoring.
Contractual freedom, expressly restated
The same decree amended the Code’s provisions on freedom of contract and on the judicial review of contract terms, sharpening the principle that parties are free to contract and to determine content within the limits of law and public policy.
The direction of travel is unambiguously toward party autonomy. What has not changed is the existence of the outer limits — and for a foreign company the limits are where the surprises live.
Where Argentine law will not follow your standard form
Adhesion contracts are treated as a distinct category. Where one party has drafted terms that the other simply accepts without negotiation, the Code subjects those terms to control: ambiguous clauses are construed against the drafter, and clauses that distort the obligations or unduly favour the drafter can be struck. This bites hardest on standard terms and conditions, framework supply agreements and platform terms — precisely the documents foreign companies import unchanged.
Consumer relationships carry their own regime. If any part of the chain reaches consumers, a separate protective framework applies over the top of the contract, and it is not disclaimable.
Employment cannot be contracted around. Argentine employment law applies to the substance of the relationship, not to the label the parties give it. A services agreement with an individual who works exclusively for you, on your schedule, using your tools, is an employment relationship with a services agreement stapled to the front.
Good faith is an operative rule, not a preamble. Argentine courts apply good faith in performance and termination substantively. A termination that is contractually permitted but exercised abusively can still generate liability. Clauses granting unfettered discretion to one side attract scrutiny.
Choice of law and the clause that quietly fails
In international contracts, parties can generally choose the governing law and agree to litigate or arbitrate abroad. This works, and it is usually worth doing.
What does not work is choosing foreign law to escape Argentine mandatory rules. Employment, consumer protection, competition and exchange controls apply to conduct in Argentina regardless of the governing law clause. A contract governed by New York law does not make an Argentine employee a contractor.
The related trap is the clause that selects a foreign forum in a contract that will only ever be enforced against Argentine assets. Winning abroad and then having to enforce here converts a two-year process into a four-year one — the subject of our note on choosing between arbitration and the Argentine courts.
Concrete legal risks ⚠️
Pre-2024 contracts still in force. Long-term agreements signed before the reform are governed by the old currency rule. If those contracts do not expressly require payment in the foreign currency, the counterparty may be entitled to pay in pesos. Groups with legacy agreements should be auditing them, not assuming the reform fixed everything.
Standard terms characterised as adhesion contracts. The clause you rely on most — limitation of liability, unilateral termination, automatic renewal — is the clause most exposed to being set aside.
Misclassified contractors. The claim arrives at termination, is calculated on the full employment package, and typically reaches the local entity and sometimes beyond it.
Silent price adjustment. In a high-inflation economy, a multi-year contract without a workable adjustment mechanism becomes commercially untenable, and hardship doctrine is a poor substitute for a clause that was never drafted.
What to do before signing 📌
- Say the currency twice. Specify the currency of denomination and expressly require payment in that same currency. The default now supports you; the clause makes it unarguable.
- Audit legacy contracts signed before the reform for the same clause.
- Negotiate something. A contract with a documented negotiation record is far harder to characterise as an adhesion contract than a standard form accepted wholesale.
- Draft the adjustment mechanism explicitly, with an index or reference the parties can actually verify.
- Test every services agreement against how the relationship will really run.
- Match the dispute clause to where the assets are, not to where your legal department is.
- Localise, do not translate. A translated form carries assumptions from its home system that Argentine law does not share.
The strategic view
Argentina has spent the last two years moving decisively toward enforcing what parties agreed. For a foreign company that is good news, and it removes the largest single source of contractual uncertainty of the last decade.
The remaining risk is subtler. Where Argentine law departs from common-law expectations, it does so quietly — in the characterisation of a document, in the substance of a working relationship, in the way good faith is applied. Those are not things a translation catches.
If you are contracting into Argentina and want your standard documents reviewed against local mandatory rules rather than simply translated, our contracts team can help. Get in touch.
