Superior Court of Justice (STJ) restricts broad interpretation of penalty clauses in business contracts.

A ruling by the Fourth Chamber, involving a soybean purchase and sale contract, reinforces that contractual penalties only apply to the cases expressly stipulated therein.

The Fourth Panel of the Superior Court of Justice (STJ) unanimously decided that a penalty clause in a business contract cannot be applied beyond what was expressly agreed upon by the parties. The decision was rendered in Special Appeal No. 2,013,493/SP, under the reporting of Justice Antonio Carlos Ferreira, and judged on May 5, 2026.

The case involved two agribusiness companies in a soybean purchase and sale contract. The penalty clause stipulated a 10% fine for late payment after the product had been picked up. However, the buyer neither picked up the product nor made the payment. The lower courts had also applied the penalty in this scenario, based on the principles of good faith and the social function of the contract.

The Superior Court of Justice (STJ) overturned this interpretation: the clause was drafted for a specific situation and cannot be extended to another, even if the breach is more serious.

In commodity purchase and sale contracts, it is common to have different penalties for late payment, delivery, or product withdrawal. According to the ruling, each instance of non-compliance must be specifically stipulated in the contract. A penalty clause drafted for a particular scenario does not automatically apply to another, even if the economic loss involved is equivalent or greater.

By Andressa Kerschner