Civil Law January 15, 2026 5 min read

New Contract Law Reforms in Italy: What You Need to Know

Recent amendments to the Italian Civil Code introduce significant changes to contract formation and enforcement, impacting businesses and individuals alike.

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CC

Avv. Carlo Carta

Civil and Commercial Law Expert

1 Overview of the Reforms

The Italian legislature has introduced comprehensive amendments to the Civil Code affecting contract law, modernizing provisions that have remained largely unchanged since 1942. These reforms aim to adapt Italian contract law to contemporary business practices and European legal standards.

Key Objectives

  • Align Italian law with EU directives on consumer protection
  • Clarify rules on digital contracts and e-commerce
  • Strengthen protections for weaker contracting parties
  • Reduce litigation through clearer contractual rules

2 Major Changes to Contract Formation

Digital and Electronic Contracts

New rules for the digital age

The reforms explicitly recognize digital signatures and electronic contracts as legally binding, eliminating previous ambiguities. Key provisions include:

  • Electronic acceptance is now equivalent to written acceptance
  • Click-wrap agreements are enforceable if properly structured
  • Timestamp requirements for contract formation in digital environments
  • Blockchain-based smart contracts receive regulatory framework

Enhanced Good Faith Obligations

Strengthened duty of fairness

The principle of good faith (buona fede) has been strengthened throughout all stages of the contractual relationship:

Pre-contractual

Duty to disclose material information during negotiations

Performance

Fair execution of contractual obligations

Interpretation

Constructive interpretation of ambiguous terms

Important: Courts can now more easily invalidate contracts or clauses that violate good faith principles, even in business-to-business transactions.

Unfair Contract Terms

Expanded consumer protections

The reforms expand the list of automatically unfair terms in consumer contracts and introduce a "grey list" of potentially unfair clauses:

Automatically Void Terms

  • • Excessive penalty clauses disproportionate to actual damages
  • • Unilateral modification rights without consumer consent
  • • Unreasonable limitation of consumer's right to terminate
  • • Clauses excluding or limiting liability for personal injury

Presumed Unfair (Subject to Proof)

  • • Automatic contract renewal clauses without clear notice
  • • Disproportionate deposit or advance payment requirements
  • • Unclear pricing mechanisms or hidden fees
  • • Jurisdiction clauses that unduly burden consumers

3 Contract Breach and Remedies

The reforms modernize the remedies available for contract breach, introducing more flexible options and clearer procedures:

Specific Performance

Courts now have greater discretion to order specific performance, even in complex commercial contracts. However, the remedy is denied when:

  • Performance is impossible or excessively burdensome
  • The creditor can obtain adequate substitute performance
  • Performance requires personal services the debtor is unwilling to provide

Right to Terminate

The threshold for termination has been clarified with a new "fundamental breach" standard:

A breach is "fundamental" when:

  1. The non-performance substantially deprives the other party of what they were entitled to expect
  2. Strict compliance with the obligation was essential according to the contract
  3. The breach was intentional or grossly negligent

Damages Calculation

New guidelines for calculating damages provide greater predictability:

Recoverable Damages

  • ✓ Direct losses (damno emergente)
  • ✓ Lost profits (lucro cessante)
  • ✓ Foreseeable consequential damages
  • ✓ Reasonable costs of cover

Non-Recoverable

  • ✗ Remote or speculative losses
  • ✗ Punitive damages (except statutory)
  • ✗ Damages that could have been avoided
  • ✗ Non-economic harm (except personal injury)

4 Practical Implications for Businesses

For Businesses

  • 1

    Review Standard Terms and Conditions

    Update templates to comply with new unfair terms provisions and good faith requirements

  • 2

    Adapt Digital Contracting Processes

    Ensure e-commerce platforms and digital agreements meet new formation requirements

  • 3

    Enhance Pre-Contractual Disclosure

    Implement robust information disclosure procedures to comply with heightened good faith duties

  • 4

    Train Staff on New Rules

    Ensure sales, legal, and customer service teams understand new obligations

For Consumers

  • Stronger Protection Against Unfair Terms

    Courts can now strike down unfair clauses more easily, even if you signed the contract

  • Better Information Rights

    Businesses must provide clearer, more comprehensive pre-contractual information

  • Enhanced Remedy Options

    More flexible remedies when businesses breach consumer contracts

Implementation Timeline

Q1

January 2026

Reforms take effect for new contracts

Q2

June 2026

Existing contracts must be reviewed for compliance with unfair terms provisions

Q4

December 2026

Full enforcement begins - transitional period ends

Need Help with Contract Compliance?

Ensure your contracts comply with the new Italian Civil Code amendments. Our legal team provides comprehensive contract review, drafting, and compliance services.

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