Contract Law in Mexico

Introduction

Mexican contract law is codified in the Federal Civil Code (Código Civil Federal, CCF) and the Commerce Code (Código de Comercio), reflecting the civil law tradition’s distinction between civil and commercial contracts. The legal framework is rooted in Roman law, transmitted through Spanish law and the Napoleonic Code. Contract law governs the formation, performance, and enforcement of agreements, emphasizing the principles of autonomy of will, good faith, and legal certainty.

Sources of Law

The primary sources of Mexican contract law are the Federal Civil Code (applicable to federal matters and the Federal District), the civil codes of each state (for state-level matters), the Commerce Code (for commercial contracts), and commercial usage and custom. The Supreme Court of Justice of the Nation (SCJN) establishes binding precedents (jurisprudencia) through the interpretation of contract law provisions.

Formation of Contracts

A contract is formed by the concurrence of offer and acceptance, with the subject matter and consideration being certain and lawful. The essential elements of a contract under Article 1794 of the Federal Civil Code are: consent, object, and cause. Consent may be express or tacit, and contracts may be oral or written, except where the law requires a specific form (solemnidad). The principle of autonomía de la voluntad (autonomy of will) allows parties to freely determine contract terms within legal limits.

Good Faith and Lesion

Article 1796 of the Federal Civil Code establishes that contracts must be performed in good faith. The doctrine of lesión (lesion) allows a party to rescind a contract when there is a manifest disproportion between the parties’ obligations, provided the disadvantaged party acted out of extreme necessity or inexperience. The SCJN has recognized good faith as a general principle of law applicable throughout contract formation, performance, and enforcement.

Breach and Remedies

Breach of contract (incumplimiento) entitles the aggrieved party to seek specific performance (cumplimiento forzoso) or rescission (rescisión), in either case with damages (daños y perjuicios). The law distinguishes between ordinary damages (daño material) and moral damages (daño moral). Penalty clauses (cláusulas penales) are enforceable but subject to judicial reduction if manifestly excessive.

Conclusion

Mexican contract law provides a structured, codified framework grounded in the civil law tradition. The principles of good faith, autonomy of will, and legal certainty guide contract formation and enforcement, while specialized remedies such as lesion and moral damages reflect the system’s commitment to substantive fairness.