Contracts and Commercial Documents

When you need a contract tailored to your business, we may:

• Review the terms of a contract and explain your rights and obligations under that contract before you commit yourself to it.
• Suggest amendments to a proposed contract in order to protect your commercial interests.
• Negotiate on your behalf with the solicitors for the other parties so as to alter or remove terms identified as disadvantageous to your interests.
• Advise you on what steps can be taken if someone else breaches a term of a contract between you, and
• Assist you prepare your response to a claim by someone else that you have breached a contract.

We can provide you with a comprehensive range of documents adapted for your business, such as:

1. Joint Venture Agreements
2. Partnership Agreements
3. Shareholder's Agreements
4. Franchise Agreements
5. Retail leases and Commercial leases
6. Service Agreements
7. Terms and Conditions of supply
8. Product Licences
9. Intellectual Property Licences
10. IT Maintenance and Development Agreements
11. Consultancy Agreements
12. Confidentiality Deeds
13. Employment Contracts
14. Distribution Agreements
15. Sale of Business Agreements

Contracts and Commercial Documents FAQ’s

Why should I get a lawyer to look over my contracts rather than just copying someone else's document from the Internet?

We have seen “one size fits all” agreements being adapted without any input from a lawyer and the result can be dangerous.  You risk entering into the wrong type of agreement (legal-wise and tax-wise) or it really might not suit your business goals at all. To avoid this, we encourage you to prepare a list of things you would like to see within your agreement (or even prepare a draft of your agreement for us to start with), then bring it to a reputable commercial lawyer. We can prepare a formal contract that protects you as well as being tailored to your particular requirements and industry. 

When you sign a document you will be bound by all of its terms even if you did not read or understand it. We therefore strongly caution you against signing any contract before a lawyer has checked it. We regularly review contracts and agreements and can advise you on changes and updates. When you enter into so-called “Standard Terms & Conditions” of your suppliers you can risk facing Court enforcement of the “fine print” if things go wrong. 

How often should I update my contracts?

Your business's Terms & Conditions of trade should be updated regularly and will become necessary to accurately reflect any variation in the way that you supply your goods or services. Your Terms & Conditions should also be reviewed by a lawyer and possibly updated whenever there are changes to statutory laws which imply compulsory terms into contracts for the supply of goods or services to consumers. 

A small business may be protected by consumer laws such as the Trade Practices Act (Cth) 1974 which basically defines a consumer transaction to be one less than $40,000. Some other examples of laws implying terms into consumer contracts are the Sale of Goods Act (NSW) 1923, the Fair Trading Act (NSW) 1987, the Credit Act (NSW) 1984 and the Contracts Review Act (NSW) 1984.  Any Terms & Conditions of trade which have no reference to at least one of these laws should also be checked to see if they adequately deal with implied statutory conditions and warranties.

Who in my company should sign a contract document?

Signing a contract according to the required formalities is referred to by lawyers as “execution” of a contract. Generally contracts are executed by a company with just the signatures of two of its directors or a director and the company secretary.  In the case of a “Pty Limited” company with a sole director/secretary, that director executes the document for the company. 

If however a company has its own Constitution, the situation may be different. For instance, a company's Constitution may require signing of documents under company seal.  In that case the affixing of the company seal must generally be witnessed by the company officers noted above.

Someone such as a director or Solicitor may execute a document on behalf of a company if they have been validly appointed as its agent or attorney. Before you accept this person's authority to sign on behalf of the company, the documents of appointment should be checked to see if they are valid. Any contract involving a company will not be valid or enforceable unless it has been properly executed by the company.

N.B.  These FAQs are general information only and are not intended to be definitive advice on the subject area.  For legal advice pertaining to your particular situation, please contact us today and talk to a business lawyer.