China Business Attorney — Los Angeles Cross-Border Counsel
The hardest question in a China transaction is not what the contract says. It is where a dispute would be heard, under which law, and whether any judgment could actually be enforced.
What should a U.S. company address in a contract with a Chinese counterparty?
Governing law, dispute resolution forum, and enforceability should be settled first. Because U.S. court judgments are not readily enforced in China, arbitration under a recognized institution is commonly preferred, since China is a party to the New York Convention on arbitral awards. Contracts should also address the governing language version, intellectual property ownership and tooling, quality standards and inspection, and payment security.
Cross-Border Contracts, Risk, and Enforcement
For a Los Angeles company sourcing from or selling into China, the contract questions that matter are structural. Which language version governs when the English and Chinese texts diverge. Whether the entity signing is the entity with assets. Where a dispute is resolved, and whether the resulting award or judgment can be enforced against those assets. Terms negotiated carefully on price and delivery provide little protection if the enforcement path was never considered.
Intellectual property requires separate attention. Ownership of tooling, molds, designs, and specifications should be addressed expressly, along with the right to move production. Trademark protection follows a first-to-file logic in many jurisdictions, which makes early registration a practical necessity rather than a formality — and connects directly to IP enforcement strategy.
This is U.S.-side counsel: contract structure, risk allocation, enforcement strategy, and coordination with qualified local counsel where advice on the law of another jurisdiction is required. The firm handles these matters alongside its commercial transaction and dispute work.
330 North Brand Boulevard, Suite 1280
Glendale, California 91203
Los Angeles County Superior Court, including the Glendale and Stanley Mosk courthouses.
Formation, contracts, governance, transactions, and litigation for closely held California companies.
Cross-Border Matters We Handle
U.S.-side counsel for California companies with China-facing operations and supply chains.
Supply & Manufacturing Agreements
Specifications and quality standards, inspection and acceptance, tooling ownership, capacity commitments, and remedies for nonconforming goods.
Dispute Resolution Structure
Choosing arbitration or litigation, institution and seat, governing law, and language, with enforcement of any award as the design objective.
Intellectual Property Protection
Ownership of designs, molds, and specifications, confidentiality and non-use terms, and registration strategy in relevant jurisdictions.
Distribution & Sales Channels
Distributor and sales agent agreements, territory and exclusivity, termination rights, and channel control for U.S. companies selling into China.
Payment & Credit Risk
Letters of credit, deposits and milestone payments, title and risk of loss, security, and the practical limits of unsecured cross-border credit.
Joint Venture Structures
Governance, capital contribution, technology and IP contribution, exit rights, and deadlock provisions in cross-border ventures.
Cross-Border Problems That Reach Our Office
Composite examples drawn from the kinds of matters this practice handles. They illustrate common fact patterns and are not descriptions of specific client cases or predictions of any result.
The Unenforceable Judgment
A California company obtains a default judgment against an overseas supplier and finds it cannot be enforced where the assets sit. Arbitration under a recognized institution, agreed at contracting, would have produced an award with a real enforcement path.
The Tooling Nobody Owned
A U.S. brand pays for custom molds, then attempts to move production and learns the tooling is treated as the supplier's property because ownership was never addressed in writing.
The Divergent Chinese Text
The English and Chinese versions of an agreement differ materially on warranty and termination, and the contract does not state which controls. The ambiguity surfaces only once the relationship deteriorates.
When to Get Cross-Border Advice
- You are negotiating a supply, distribution, or joint venture agreement abroad.
- A counterparty has proposed its own form contract and forum.
- You are paying for tooling, molds, designs, or custom development.
- Goods have been delivered nonconforming, late, or not at all.
- You are extending significant unsecured credit across borders.
- Your brand or design is being produced or sold without authorization.
What to Do First
Design for enforcement
Decide where you would enforce before choosing the forum. Arbitration awards travel across borders far more reliably than court judgments.
Fix the language version
State which language controls. Dual-language agreements without a controlling version create ambiguity precisely where certainty is needed.
Own the tooling and the IP
Address ownership of molds, designs, and specifications expressly, and register key marks early rather than after a conflict arises.
Doing Business in China — Questions California Clients Ask
What California companies ask about contracts, IP, and enforcement in China-facing transactions.
What legal structures are available for U.S. companies doing business in China?
The most common structures for foreign investment in China include Wholly Foreign-Owned Enterprises (WFOEs), Sino-Foreign Joint Ventures, and Representative Offices. The appropriate structure depends on the industry, investment scope, regulatory environment, and the level of operational control the foreign company requires.
What are the legal risks of doing business in China?
Key legal risks include intellectual property protection challenges, currency control restrictions, regulatory approvals for certain industries, contractual enforcement difficulties, compliance obligations under Chinese law (including data security and privacy requirements), trade sanction considerations, and the risk of disputes with Chinese partners that may be difficult to resolve through Western legal processes.
How are contracts enforced in China?
Chinese courts can enforce commercial contracts, but the process and outcomes differ from U.S. litigation. Many international companies prefer contracts that specify arbitration (often in Hong Kong or Singapore) as the dispute resolution method, as international arbitration awards can be more reliably enforced across jurisdictions than foreign court judgments.
How can I protect intellectual property when working with Chinese partners?
IP protection strategies include registering trademarks and patents in China (separate from U.S. registration), using strong non-disclosure and confidentiality provisions in Chinese-language contracts, limiting disclosure of proprietary information until formal agreements are in place, and structuring manufacturing agreements to minimize unnecessary IP exposure.
What are China's restrictions on data and privacy for foreign businesses?
China's Cybersecurity Law, Data Security Law, and Personal Information Protection Law impose significant requirements on the collection, storage, and cross-border transfer of data — including restrictions on taking Chinese personal data or "important data" out of the country. Foreign businesses operating in China must carefully structure their data practices to comply with these requirements.
What is a joint venture agreement in the Chinese context?
A joint venture with a Chinese partner typically involves establishing a shared legal entity in China with defined capital contributions, governance rights, profit distributions, operational responsibilities, and exit mechanisms. The joint venture agreement and the entity's articles of association are both critical documents that must be carefully negotiated and drafted in both English and Chinese.
How do U.S. export control laws affect China business transactions?
U.S. export controls (including EAR, ITAR, OFAC sanctions, and Entity List restrictions) can significantly limit what technology, software, services, and goods a U.S. company can transfer to Chinese entities. Violations can result in severe civil and criminal penalties. Any transaction involving China should be reviewed for export control compliance.
When should I involve an attorney in a China business transaction?
You should involve an attorney before signing a memorandum of understanding, forming a joint venture, transferring technology or IP, committing to a distribution agreement, or making a significant investment in China. Early involvement allows for proper due diligence, contract protections, and regulatory compliance planning.
Local Representation
Los Angeles is a primary U.S. port of entry for Pacific trade, and cross-border disputes involving California companies are litigated locally when a forum here is available.
Talk to a Business Attorney
Cross-border risk is designed in at contracting or discovered at dispute. Bring the draft before signing.