The reform of Organic Law 1/2025, which amends the Organic Law of the Judiciary, has introduced a series of measures that deeply affect businesses when addressing potential commercial conflicts. In an attempt to streamline the administration of justice and alleviate the workload of the courts, the law mandates the use of alternative dispute resolution mechanisms (ADR), such as conciliation, mediation, and arbitration, among others. This means that entrepreneurs will need to review their contracts to include clauses that govern the what, how, and when of these mechanisms before resorting to the judicial path.
Although the intention behind the reform is to improve efficiency and reduce the costs of the judicial system, the imposition of such "procedural requirements" raises several questions and inevitably creates issues that require a more critical analysis, especially when it comes to access to justice.
The direct impact on the contractual sphere of businesses is evident. When signing rental, sales, service agreements, or other types of contracts, businesses must take into account the economic and time costs of going through a formal and structured negotiation process. Only after exhausting this extrajudicial process will they be able to access the judicial path. While this requirement aims to reduce litigation, it generates a series of problems and limitations that could harm businesses.
Firstly, the obligation to submit any commercial dispute to conciliation, mediation, or arbitration before accessing the courts—or at least before filing a lawsuit—may limit the parties' autonomy when negotiating contract terms. While the law seeks to promote alternative dispute resolution methods, it forces the parties to submit to extrajudicial mechanisms that are not always the most suitable depending on the nature of the dispute. Moreover, based on our extensive experience, many negotiations do not begin until a lawsuit is filed, notified, and sometimes even scheduled for trial. In such cases, the law imposes a prior process that may prove unnecessary and costly, extending the time and expenses of the conflict instead of reducing them.
Additionally, the law does not seem to take into account the additional financial burden that the inclusion of these extrajudicial procedures in contracts may entail. While judicial conciliation is cost-free, arbitration and mediation can be expensive, especially if the parties need to hire expert arbitrators or conciliators to resolve a dispute. The costs of these processes could exceed those of a traditional lawsuit and, in many cases, fail to reach a satisfactory resolution. If the parties do not want to reach an agreement, they will still need to resort to the courts, generating further costs and unnecessarily prolonging the process.
The introduction of the binding offer is another aspect of the reform that deserves critical reflection. According to this rule, any offer made by one of the parties during the negotiation process, if accepted by both, becomes binding. Although the intention is to expedite dispute resolution, this measure could place undue pressure on the parties, forcing them to accept solutions that do not align with their interests or expectations, which will also have a direct impact on the judicial costs of the procedure.
The reform appears to respond to a clear goal: to drastically reduce the number of cases reaching the courts. The requirement for these extrajudicial procedures is not an option but an obligation imposed on the parties, who must seek a swift and definitive resolution without resorting to the courts. While this strategy is understandable from an efficiency standpoint, it raises the question of whether a solution is being imposed that favors speed at the expense of a truly satisfactory resolution for the parties, especially in cases where no agreement is possible.
In this regard, several questions arise: Is the legislator, with ADRs, thinking about the users of the justice system—and the judicial protection of their rights—or about the judicial operators—and the decongestion of the justice system? Are ADRs a measure to improve conflict resolution, or a way to reduce the burden on the courts by hindering access to justice?

Main Contractual Issues of the Reform
Firstly, the obligation to submit any commercial dispute to conciliation, mediation, or arbitration before accessing the courts—or at least before filing a lawsuit—may limit the parties' autonomy when negotiating contract terms. While the law seeks to promote alternative dispute resolution methods, it forces the parties to submit to extrajudicial mechanisms that are not always the most suitable depending on the nature of the dispute. Moreover, based on our extensive experience, many negotiations do not begin until a lawsuit is filed, notified, and sometimes even scheduled for trial. In such cases, the law imposes a prior process that may prove unnecessary and costly, extending the time and expenses of the conflict instead of reducing them.
Additionally, the law does not seem to take into account the additional financial burden that the inclusion of these extrajudicial procedures in contracts may entail. While judicial conciliation is cost-free, arbitration and mediation can be expensive, especially if the parties need to hire expert arbitrators or conciliators to resolve a dispute. The costs of these processes could exceed those of a traditional lawsuit and, in many cases, fail to reach a satisfactory resolution. If the parties do not want to reach an agreement, they will still need to resort to the courts, generating further costs and unnecessarily prolonging the process.
The introduction of the binding offer is another aspect of the reform that deserves critical reflection. According to this rule, any offer made by one of the parties during the negotiation process, if accepted by both, becomes binding. Although the intention is to expedite dispute resolution, this measure could place undue pressure on the parties, forcing them to accept solutions that do not align with their interests or expectations, which will also have a direct impact on the judicial costs of the procedure.
The reform appears to respond to a clear goal: to drastically reduce the number of cases reaching the courts. The requirement for these extrajudicial procedures is not an option but an obligation imposed on the parties, who must seek a swift and definitive resolution without resorting to the courts. While this strategy is understandable from an efficiency standpoint, it raises the question of whether a solution is being imposed that favors speed at the expense of a truly satisfactory resolution for the parties, especially in cases where no agreement is possible.
In this regard, several questions arise: Is the legislator, with ADRs, thinking about the users of the justice system—and the judicial protection of their rights—or about the judicial operators—and the decongestion of the justice system? Are ADRs a measure to improve conflict resolution, or a way to reduce the burden on the courts by hindering access to justice?
A Practical View
Practically speaking, the reform of Organic Law 1/2025 presents a series of risks that businesses must consider when drafting their contracts. To mitigate these risks, entrepreneurs should ensure that their clauses are tailored to their specific needs and circumstances. Clauses should be clear regarding the dispute resolution process, deadlines, and binding offer conditions. It is crucial for businesses to define their needs beforehand—such as time, costs, and results—in order to draft the ADR clauses appropriately.
Here are a few examples of contractual clauses:
- Conciliation Clause: "In case of a conflict between the parties related to this contract, they agree to submit the dispute to a conciliation process before the Court of Barcelona, within 30 days from the start of the dispute. If an agreement is not reached, the negotiation process will be considered terminated, and either party may proceed to judicial action."
- Arbitration Clause: "The parties agree that any dispute arising from this contract will be resolved through binding arbitration administered by the co-director of the law firm GRÀCIACALBET, Erola Gràcia Malfeito. The arbitration will be conducted according to the rules of the arbitrator, and the arbitral award will be final and enforceable in the competent courts."
- Binding Offer Clause: "Either party, in the event of a dispute or conflict, may either initiate judicial conciliation (adding the previously described conciliation clause), or present a binding offer which, if accepted by both parties, will be mandatory."
* Attention: This is a generic proposal, which does not guarantee a specific outcome and should be analyzed on a case-by-case basis to provide the best advice for the particular situation.
Conclusion: Prevention is better than cure.
In conclusion, the reform of Organic Law 1/2025, by requiring the use of an ADR mechanism before accessing the judicial system, may lead to additional costs, both economic and temporal. Therefore, it is crucial for entrepreneurs to thoroughly review their contracts and include the appropriate clauses to control and mitigate the risks, time, and additional costs arising from this mandatory extrajudicial procedure before resorting to the judicial path. As the saying goes, prevention is better than cure.
By Nadia Milesi.