Business contract solicitors
How many times do you think ‘if only I had thought about that sooner’? You can check out issues with us before they become problems. We operate as in-house counsel working with you to make progress.
We are always happy to discuss your queries and provide a scope and fee estimate. So, please do get in touch.
Reasons for picking us
We work on the areas the exposure to risk is greatest.
- We step in to manage the process of review, negotiation or resolution of problems. You can tap in as and when required.
- Experience extends to a variety of commercial contracts including termination of a contract, partnership agreements, agency arrangements and the specialist agreements used in sectors such as the creative sector.
- Many of our clients have moved to us from larger firms for better value for money.
- Issues resolved include what does the wording mean and how will doubt be interpreted?
What does the wording mean?
Usually, there are three types of terms within a business agreement. They are as follows:
Conditions are terms that are fundamental to the business contract, such as pricing mechanisms and payment dates. A breach of a condition will entitle an aggrieved party to rescind the contract and claim damages.
Warranties are terms that are not fundamental to the business agreement, such as the service of notices or the method of party communication. A breach of a warranty will entitle an aggrieved party to damages only.
Innominate (unclassified) terms
Innominate terms that are neither conditions nor warranties. If a breach of an innominate term deprives the aggrieved party of the whole benefit of the agreement, then the aggrieved party can rescind the agreement and claim damages. If some benefit of the agreement can be retained, then only damages are available.
Performance obligations under the business contract
The performance obligations should be suitable for your side of the business agreement. It is easy with everything else going on to overlook:
- Who is to do what?;
- Where, how and when the performance is to be done?; and
- Whether time is of the essence.
The level of performance obligations depend on your bargaining position and the value of the business agreement. In English contracts, there is a distinction between a party using “reasonable endeavours” and “best endeavours”. We take into consideration future obligations and provide for the changing nature of business. We take the time to ensure that the drafting protects your position.
A further dimension to consider is have you satisfied your obligations under GDPR. The obligations extend beyond your data in many cases. You will be vulnerable if you do not have a policy to show and evidence that you have complied.
An area of increasing legal scrutiny is avoiding the risk of a customer pursuing you following a breach. This forms part of looking at liability and what caps can you place on liability.
One of the key components to successfully drafting, reviewing, or contesting a business agreement is the interpretation of its terms and obligations. Interpretation and construction are used interchangeably to describe this task.
Basic rules of interpretation of a business agreement
A basic rule of UK commercial law is buyer beware. Parties to a business agreement are expected to know what they are negotiating and to understand the implications of the contract. When drafting or reviewing your business agreement we take the time to explain your obligations, rights and consequences of breach.
What was the intention of the parties?
When interpreting a particular term or obligation in a business agreement, the starting point is to ask contractual parties what their intention was. The next step is to interpret in accordance with conventional use and to review in the backdrop of the whole business agreement. This requires not only an understanding on rules on legal interpretation, but also commercial knowledge to draft or argue either way – this is where we assist.
Different terms and obligations will have different implications to the parties, depending on the market and intended use within the business agreement. We can help resolve business disputes and avoid litigation.