Australian Commercial Lawyers for Australian Businesses

Contracts should clearly record what each party has agreed to do, how risk is allocated and what happens when the relationship ends or something goes wrong.

We prepare, review and negotiate:

• service agreements;
• supplier agreements;
• customer contracts;
• consultancy agreements;
• contractor agreements;
• distribution agreements;
• confidentiality agreements;
• licence agreements;
• terms and conditions;
• settlement agreements;
• deeds of release;
• heads of agreement;
• variations and extensions; and
• other commercial arrangements.

We can also review contracts presented by another party and advise on provisions that may create legal, financial or operational risks.

Before signing a commercial agreement, it is important to understand more than the headline price and services.

A contract review may consider:

• payment obligations;
• scope of services;
• performance standards;
• warranties;
• indemnities;
• limitations of liability;
• insurance requirements;
• intellectual property ownership;
• confidentiality;
• restraint provisions;
• termination rights;
• dispute resolution procedures;
• personal guarantees; and
• consequences of breach.

We explain the effect of the proposed terms and identify provisions that should be clarified, negotiated or amended.

Business disputes can divert management time, affect cash flow and damage valuable commercial relationships.

We advise on disputes involving:

• breach of contract;
• unpaid invoices;
• defective or incomplete services;
• misleading representations;
• failed business arrangements;
• supplier and customer disputes;
• partnership or shareholder disagreements;
• confidentiality breaches;
• termination of commercial agreements;
• restraint provisions; and
• disputed contractual obligations.

Where possible, we focus on early and commercially sensible resolution. Where formal proceedings are necessary, we help the business assess its position and pursue an appropriate strategy.

A carefully prepared letter of demand can clarify the dispute, set out the legal position and create an opportunity to resolve the matter before proceedings are commenced.

We assist businesses by:

• reviewing the contract and supporting documents;
• identifying the relevant breach;
• calculating or assessing the amount claimed;
• preparing letters of demand;
• responding to demands received;
• addressing disputed allegations;
• preserving the business’s legal position; and
• proposing settlement or repayment arrangements.

A demand should not be ignored. Early advice can help prevent unnecessary escalation and protect the organisation’s rights.

When a commercial dispute cannot be resolved through negotiation, formal legal proceedings may be necessary to protect the business’s interests.

We advise and represent businesses in commercial litigation involving:

• breach of contract claims;
• debt recovery proceedings;
• misleading or deceptive conduct;
• shareholder and partnership disputes;
• supplier and customer disputes;
• professional negligence claims;
• enforcement of contractual rights;
• urgent injunctions and interlocutory applications;
• damages claims;
• mediation and settlement conferences; and
• proceedings in Victorian and Federal Courts.

We assist businesses from the initial assessment of the dispute through to pleadings, evidence, interlocutory steps, mediation and hearing. Our approach is commercially focused, with careful consideration given to the strength of the claim, the likely costs, the prospects of recovery and the broader impact of litigation on the business.

Unpaid accounts can place pressure on a business’s cash flow and operations.

We advise on commercial debt recovery, including:

• outstanding invoices;
• disputed debts;
• contractual payment obligations;
• letters of demand;
• negotiated payment arrangements;
• settlement documentation;
• statutory demand considerations;
• court proceedings; and
• enforcement options.

Before commencing formal action, we assess the supporting documents, the debtor’s position and whether recovery is commercially proportionate.

Not every commercial matter is a dispute. Businesses also require advice before entering into arrangements, changing operating models or making significant decisions.

We assist with:

• commercial risk reviews;
• interpretation of contractual obligations;
• proposed business arrangements;
• contract renewals;
• exit and termination strategies;
• negotiations with suppliers and customers;
• allocation of liability;
• management of contractual performance issues;
• confidentiality and intellectual property concerns; and
• documentation of agreed commercial outcomes.

Obtaining advice before a decision is implemented can reduce uncertainty and help avoid future disputes.

Where parties agree to resolve a dispute, the settlement should be documented carefully.

We prepare and review settlement documents addressing matters such as:

• settlement payments;
• release of claims;
• confidentiality;
• non-disparagement;
• withdrawal or discontinuance of proceedings;
• return of property;
• ongoing obligations;
• payment dates;
• default provisions; and
• tax or costs considerations.

A properly drafted agreement can provide certainty and help prevent the dispute from resurfacing.