Commercial Law
Hopper Mott Bunting Lawyers has broad commercial law experience and can assist will all your commercial law needs. From setting up a company to complex commercial litigation we are here to help.
Sale of a business
Before you put your business on the market, it is essential that your business is valued to ensure an accurate sale price. You can do this by analysing the business’ financial statements, physical assets, intangible assets, legal documents, market conditions, sales information, employee details and many more other details. In order to make your job easier, a business broker or professional valuer can also assess the worth of your business. Once an interested party is willing to purchase the business, a Contract of Sale between the seller and purchaser, must be drawn up to include all relevant information.
Sale of a business FAQs
What are the requirements of selling a business?
Selling a business can be a complex process. It is imperative you make sure the transaction is clear and you are not exposing yourself to unwanted liability to the buyer. It is also important to make sure you are not breaching your obligations to other parties such as landlords during the sale.
Purchase of a business
Purchasing a business is an important decision and can have many impacts upon your life. As a result, it is imperative to ensure you are fully informed and this is can be achieved through due diligence. Due diligence is the process of investigating the business to ensure you are making the right decision in your purchase. Areas of investigation may include the business environment, financial statements, tax records, assets, customer base, reason for sale of business and any possible legal issues. The business you are purchasing may ask you to sign a Confidentiality Agreement. That is, an agreement which provides for any information disclosed to you to be kept private.
It is important that a lawyer looks over this agreement to ensure no unfair provisions are inserted. If you decide to purchase the business, a Contract of Sale will need to be reviewed by a lawyer. Hopper Mott Bunting Lawyers can provide both these services of reviewing a Confidentiality Agreement and Contract of Sale.
Purchase of a business FAQs
What should I do if I wish to purchase a business?
Purchasing a business is an exciting time but there can be many pitfalls. You should not only get legal advice but also seek financial advice (and potentially other advice depending on the purchase).
What is due diligence and why is it important?
Due diligence is the process of making sure all the promises made by the entity selling the business are true and that no other issues will affect the purchase. As each business is different so is the due diligence process.
What is a confidentiality agreement?
A confidentiality agreement is an agreement between the parties not to release or divulge any information provided to another third party. They can be complex documents. They can have significant penalties and may be imperative to protect commercially sensitive information.
Should I see a lawyer before I sign a Confidentiality Agreement?
Yes. It is highly recommended. Confidentiality agreements can have significant penalties if they are breached. They can be very complex and the terms may be broad.
Leases
Hopper Mott Bunting Lawyers have been involved in the leasing or leasing out of numerous commercial premises over the years. We can assist draft, modifying or renewing commercial leases and will make sure you are protected.
Leases FAQs
How can I lease a commercial premise?
A commercial lease is a legally binding document between a landlord and business outlining terms and conditions of renting the property. Leases can affect your business for a number of years so it is imperative that you seek a solicitor’s advice before signing a lease.
How can I lease out my commercial premise?
Contact us and we will guide you through the process of leasing your commercial premise. We will ensure the lease agreement protects your interest, meet all the statutory requirements and advise you how best to ensure the Lessee will meet their obligations under the lease.
Licensing
Licensing is a great way of allowing other entities deal with assets you own without having to transfer ownership of that asset. Licenses are mostly used for intellectual property and allow the licensee to use the asset subject to the terms set out in the license. Hopper Mott Bunting Lawyers have experience drafting all types of intellectual property and general commercial licenses.
Licensing FAQs
What is a license?
A license is generally a non-exclusive right to use the property of another or conduct a certain activity.
How long does a license last for?
It depends on the terms of the licence.
What is the difference between a license and a lease?
Generally, a lease allows you to have the exclusive use of the property of another (such as a premise) where as a license generally allows you to use the property of another entity but that use may not be exclusive.
Commercial Agreements
Arrangements between entities often need to be documented so everyone is on the same page and the agreement is binding. Contracts and Deeds offer significant protection and comfort whenever parties bargain with each other. Hopper Mott Bunting Lawyers can assist by ensuring that any agreements accurately reflect the terms that have been reached by the parties and take into account the contingencies that are likely to crop up.
General terms and conditions of trade
If you supply products or services or are a purchaser of products and services on a commercial basis it is important the terms of trade governing the purchase are the ones you expect. Hopper Mott Bunting Lawyers have experience drafting and reviewing terms of trade for both the purchaser and the supplier. We can ensure you are getting what you bargained for. The team at Hopper Mott Bunting Lawyers have worked on all types of commercial agreements ranging from simple hire agreements up to multi-billion dollar contracts.
Contracts/Deeds FAQs
Does a contract have to be in writing?
Not necessarily. It is better if a contract is evidenced in writing but contracts can just be a verbal agreement. Contracts can also be evidenced by action. For example, you made an agreement for someone to do work on your behalf and you transfer money into their account as payment.
Can an email be a valid contract?
Yes. The sale of land has been held to be a valid agreement even though there was no written contract. The parties agreed to the terms of the deal in an email. One party then tried to renege on the deal and it was held a valid contract of sale had been formed.
What is a Deed?
A deed is a contract that does not have consideration passing between the parties. For instance, in a contract a sum of money or some other form of payment is transferred. With a deed no money or other payment may ever change hands. For instance a deed could be signed which prevents one party from doing an act that they would otherwise be able to do.
What is contract/deed execution? Sounds medieval!
The execution of a contract and a deed may have different requirements. Deeds are usually witnessed by a party that is not involved in the transactions. With both deeds and contracts it is important to ensure the document is signed correctly. This is especially so if one of the parties is a corporation.
General terms and conditions of trade FAQs
What is a battle of the forms?
Often businesses trade with each other. Often a party will send out a document which has their terms and conditions attached to request a quote. The other party will respond with a quote and their terms and conditions attached. Which apply? Generally it is the last set of terms and conditions to be sent. It can be complicated however. Contact us for further advice if required.
Why can’t I just use the terms and conditions of the other party?
Generally the party who provides the terms and conditions drafts them in their favour. Some of the terms and conditions are so one sided that you may not be receiving what you think. There are some protections in the legislation but it is best to ensure the terms are fair.
What are some of the things I need to look out for?
The terms and conditions may have very onerous terms such as a limitation of liability clause. What the party generally is trying to do is limit their liability for the product should something go wrong. There are statutory protections but in some instances these protections can be waived agreeing to terms and conditions that exclude liability.
Litigation
Sometimes when a dispute can’t be solved between the parties the only option is litigation. Litigation is expensive and can be a draining and stressful experience. The team at Hopper Mott Bunting Lawyers are skilled in running litigation and will do everything we can to ensure you get the best outcome and are fully informed throughout the entire process.
Litigation FAQs
What can I do before I resort to litigation?
If you are unable to resolve an issue between yourself and another party you can suggest Alternate Dispute Resolution (ADR). ADR can be mediation, arbitration or another mechanism for attempting to resolve the dispute without resorting to going to court.
How much does going to court cost?
Going to court can be very expensive and is always case specific.
Company matters
Hopper Mott Bunting Lawyers can advise on, create and maintain appropriate corporate structures to assist in asset protection or tax minimisation.
Restructuring
Sometime company structures need to be reviewed and refreshed to ensure they still offer the protections they were set up to achieve. Although accountants are best to advise on the tax benefits of companies it is important a lawyer assesses the structure to ensure all the protection mechanisms are adequate.
Company Documents
Many corporations do not keep their constitution on rules up to date. We can assist with any commercial documents that need to be created or maintained. We have experience drafting shareholders agreements, constitutions or any other documents required. We can also assist in setting up and maintaining the registers required and advise on any requirements under the corporation’s legislation. We advise on the benefits of setting up trusts as required to further assist in asset protection.
Book an Appointment
Planning for the future is a vital step in ensuring that your wishes are respected and your loved ones are taken care of. At Hopper Mott Bunting Lawyers we are committed to providing expert legal advice and personalised service in all aspects of wills and estates. Book an appointment with us today to discuss your needs and find out how we can assist you.