Commercial contracts

COMMERCIAL CONTRACTS

Every day, we are all making contracts in one way or another – from something as simple as buying a newspaper in the newsagents to buying a house or car from someone else.

A lot of the contracts are done verbally or on the basis of a “gentleman’s handshake” but the more detailed and complicated a transaction becomes, the more important it is for the contract to be in writing. Even more so when the exchange is between corporate entities where detailed obligations are being imposed on all parties.

A Commercial Contract is there to set out the basic terms of the agreement, what the parties want to achieve, how it is going to be achieved, the responsibilities and liabilities of each party and importantly, what the cost and benefit of it is all going to be to each party.

However, a well drafted contract also visualises the future and the potential for growth, amendment and dispute. It will set out terms for expanding the relationship and spells out the machinery by which it can be done.

It will have termination clauses against the possibility the relationship does not work out. And importantly, it will set out a mechanism for dispute resolution against the possibility the relationship breaks down thereby avoiding potentially expensive litigation in a Court of Law and hopefully, retaining good relations between the parties for future ventures.

Samuels team of dedicated solicitors have extensive experience in the drafting and negotiating of commercial contracts. There is no such thing as a “standard” commercial contract as each situation is unique and particular to the parties needs.

Each contract is individually drafted following discussion with the Client to identify their individual requirements. However, with our extensive knowledge derived from individual experience, we can also guide you and advise you on other aspects of your venture which may need considering and which may have an impact on your proposals. We are able to advise on numerous contractual matters, for example:

Drafting and negotiating commercial agreements

Advice on joint ventures

Advice on franchising

Equipment/leasing finance agreements

Sale and/or supply of goods and services

Intellectual Property Rights

Consumer law

Guarantees – to banks, from directors

Contractual liabilities

Whatever your commercial contract needs, contact one of the team at Samuels to discuss your requirements further.

FREQUENTLY ASKED QUESTIONS

What is a contract?

Every day, we are making contracts in one way or the other but may not actually be aware that we are doing so. The contract does not have to be in writing simply to make it binding but it does have to have the relevant components to ensure that it is indeed a proper contract and thus enforceable. So what is required?

Four things: an offer, an acceptance, consideration and an intention.

Without the existence of all four aspects, it is not a contract and it is not binding. There needs to be an offer to do or refrain from doing an act; this offer needs to be accepted by the other party; there needs to be some form of consideration – usually this is in the form of money but can take other forms.

So long as there is the conferring of an advantage on one of the parties or the acceptance of a detriment on the other.

And finally, there must be an intention (particularly in commercial contracts) to be legally bound by the contract.

Whether it is the drafting of standard conditions of sale, or a franchise agreement for a new franchise operation, our commercial team will be glad to assist.

FAQ's

• I have tried to enforce my standard conditions of sale, but I have been told by the other contracting party, that they have been superceeded by their own, how do I know which conditions apply?
  1. This depends on contractual intention. If terms have been signed by both parties, this will normally be conclusive. Otherwise you need to examine the chain of events leading up to the formation of the contact. This is often determined by the last set of conditions to be sent by one party to the other, prior to the contract being concluded. At Samuels we can help you to ensure that your contract conditions apply.