Commercial Law

General Contract Services

Signing complex documents without fully understanding them is risky and could lead to disputes.

Our commercial lawyers can review, draft and negotiate a wide range of commercial contracts. We listen to your needs and provide you with practical advice to ensure that you are not taking on unnecessary risks and obligations. We will point out any unusual terms and ensure that you understand your contractual obligations and the consequences of not fulfilling them.

Our services are not just for business owners. For example, subcontract arrangements in place of employment arrangements have become common. Some subcontract agreements can be very long and complex depending on the industry you are in. If you find yourself in a situation where you are asked to sign unfamiliar and complex legal documents you should consider seeking legal advice. We will provide a realistic estimate of the cost. In some cases we may be able to provide a fixed fee or cap our fees.

Business Agreements

If you own a business with others, you should consider having a shareholders’ agreement or partnership agreement to regulate what happens if one shareholder or partner dies or wants to sell their share of the business.

If your business provides goods or services on credit you may require terms of trade which allow you to recover legal costs on an indemnity basis (if you have to sue to get paid) or lodge a caveat over land to secure an unpaid debt. If you do not have a written agreement entitling you to recover legal costs on an indemnity basis then:

  1. It may not be commercially viable to engage a lawyer to recover debts of less than $10,000 because legal costs (other than Court fees) are not recoverable.
  2. You may only be able to claim a portion of your debt recovery costs if you need a lawyer to recover debts of over $10,000.

CourtYour terms of trade may also grant you a security interest over unpaid goods and allow you to register a security interest on the Personal Property Securities Register (under the Personal Property Securities Act 2009). Well drafted terms of trade may also protect you in other ways. For example, if you are involved in the building industry, terms of trade can potentially put you in a better position if a payment claim is made against you under the adjudication process set out in the Construction Contracts Act 2004.

Our commercial lawyers can provide practical advice about what you may require in order to advance or protect your business at competitive rates.

Business Structures

Businesses can be operated by sole traders, in partnership, through trusts, by companies or by way of joint venture. Combinations of these structures are often used to minimise overall tax paid, such as:

  1. Companies owned by discretionary trusts (so that dividends may be distributed amongst beneficiaries).
  2. Joint ventures between two or more companies which are the trustees of family trusts.

What business structures are appropriate to acquire and run your business is in part a legal issue (for example what is best from a risk, control or succession perspective) as well as a tax issue. That is why we work closely with your accountant to ensure that your business structure is optimal for your specific needs.

Leases and Purchase of a Business or Land

If you are leasing premises, our commercial lawyers can review or prepare lease agreements. We have experience in all aspects of leasing land and can help explain and navigate the intricacies of the Commercial Tenancy (Retail Shops) Agreements Act 1985.

If you are buying land or a business, our commercial lawyers can (in addition to reviewing or preparing sale agreements) carry out due diligence at affordable rates.

When problems arise

When problems arise, timely legal advice and corrective action can help steer you away from potential disputes. Problems can arise in the most unexpected ways such as when a business partner dies or becomes unwell. If you and your business partner do not see eye to eye, you should seek legal advice about resolving deadlocks before they become problematic.

Our commercial law services include:

  • Leases
  • Contracts for the sale of business
  • Contracts for the sale of land
  • Shareholders’ agreements
  • Partnership agreements
  • Employment contracts
  • Subcontract agreements
  • Franchise agreements
  • Advice on bankruptcy or business insolvency
  • Advice on finance related agreements
  • Loan agreements
  • Mortgages and general security agreements over personal property
  • Advice regarding franchises and franchise agreements

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