Commercial and contracts lawyer, Sydney
Most of what a business rings a solicitor about is a document somebody else drafted. The question is what it does to you, and what can still be changed before you sign it.
What we do here
- Contract review before you sign
- Terms of business and website terms
- Supply, distribution and import agreements
- Shareholders agreements
- Franchise agreements, both sides
- Buying or selling a business
Contracts
A review reads the other side’s document and tells you what happens in the situations nobody discussed: termination, liability caps, indemnities, who wears the cost of delay. A draft starts from the other end. The same questions get settled while there is still leverage to settle them.
The unfair contract terms rules were strengthened on 9 November 2023. They apply where one party employs fewer than 100 people, or turns over less than $10 million. That takes in most standard contracts a small business is handed. If your own terms were drafted before that date, nobody has measured them against the new rules. More on the unfair contract terms rules.
Terms of business and website terms
Trading terms bind a customer only if the customer had them before the order, or at the time of it. Terms on the back of the invoice arrive too late for the job the invoice is for. A liability cap in terms that arrived with the invoice does not apply to that job.
Shareholders agreements
Without an agreement, your constitution and the replaceable rules in the Corporations Act decide. Neither deals with an exit. Who can buy out a departing shareholder. How the price is set, and by whom. What restraints apply afterwards. How a deadlock breaks when two equal holders will not move.
Supply, distribution and agency
A distributor buys your product and resells it on its own account. An agent buys nothing, and can bind the supplier to the customer. That choice decides who carries the credit risk, who keeps the customer at the end of the term, and who answers for what the other party promised. An agreement titled one way is often drafted the other, so the title is checked against the terms.
What it costs
Commercial work is quoted as a fixed fee once we have seen the document or the deal. These are the figures such jobs usually land on. Genuinely open-ended matters are quoted hourly.
Indicative ranges for common matters, including GST, disbursements extra. Your fee is confirmed in writing before work begins. Full list for this area.
Questions people ask
The personal guarantee, usually a single line near the signature block. It makes you personally liable for a company debt and it survives the company.
Since 9 November 2023 proposing or relying on an unfair term in a standard form small business contract attracts civil penalties, and the regime covers businesses with fewer than 100 employees or under $10 million turnover. The old contract-value thresholds are gone.
Send it anyway. Some terms are unenforceable whatever the contract says, and a variation is far easier to ask for before the first invoice than after a dispute has started.
Guides on this
What's happened?
Not sure where you stand?
The assistant works out the area of law and whether a time limit is running, then sends it to the solicitor the same day.