Commercial contracts exist in all aspects of a business, and it is important to ensure they are well-drafted to avoid difficulties and disputes.
Sound commercial contracts will provide a solid foundation for your business, protecting your interests and ensuring you can rely on the agreements you have made. A contract will go a long way to ensuring that, even if a disagreement arises, it can be resolved quickly and efficiently, avoiding the need for litigation.
At Tanners Solicitors, our commercial contract solicitors deal with drafting and approving contracts across a range of sectors and for businesses of all sizes. As well as in-depth legal expertise, we have a strong commercial understanding, meaning the advice we give will be tailored to the unique needs of your organisation.
Commercial contracts that we can assist with include:
- Standard terms and conditions
- Supply and distribution agreements
- Manufacturing agreements
- Franchise agreements
- Hiring and leasing contracts
- Outsourcing agreements
- Joint venture agreements
- Intellectual Property (IP) agreements and licences
- Data protection and privacy policies
- Confidentiality and non-disclosure agreements
How we can help with commercial contracts and agreements
Advice on the terms of commercial contracts and agreements
Commercial contracts underpin everything a business does, and for this reason, it is important that the terms and conditions set out exactly what you need from an agreement. Standard terms and conditions may not offer sufficient safeguards, and it is important to have a bespoke agreement drawn up that both offers protection and provides the flexibility that you need in your business relationships.
Our commercial contract law team will get to know your requirements and ensure that the contracts you enter into support your aims and ambitions. We will ensure that you understand the liabilities that you are taking on and that they are appropriate for the agreement that you are entering into. We will also make sure that the warranties and indemnities in the contract offer the protection that you need.
Negotiating heads of terms
Before you enter into binding business contracts, you can agree on heads of terms with the other party. This is a document that summarises all the agreed points in respect of the contract that you intend to enter into.
It will include the key terms and conditions such as pricing, timescales, warranties, the length of the contract, details of the goods or services to be provided and how the contract can be ended.
Our commercial contracts solicitors are experienced negotiators and will represent you to agree on advantageous heads of terms that set out the best deal for your business.
Drafting commercial contracts and agreements
Having a bespoke contract drafted is essential to ensure that your business can rely on the agreement it has made. We can draw up contracts that will protect your interests as far as possible and avoid disputes. We will ensure that the document includes provisions for resolving disagreements, should they arise.
By taking the time to have the right commercial contract drafted at the start, you stand the best chance of avoiding the sorts of difficulties that can arise from ambiguity or misunderstandings.
Exiting commercial contracts and agreements
Ideally, your contract will include a termination clause setting out how it can be ended early. If you wish to exit the contract, you should ensure that you carefully follow the terms of the agreement to avoid liability for breaching it.
If the contract does not address termination, then you may be able to give notice that you wish to end it. This relies on there being an implied term that the contract can be ended once reasonable notice has been given.
In addition to these options, if the other party to the contract has committed a serious breach of the contract terms, such as failing to perform its fundamental obligations, then it may be possible for you to terminate the contract. It is always advisable to seek legal advice; however, as if you have not properly and legally ended the agreement, then you could be held to be in breach of it.
Commercial contract disputes
Commercial disputes can be time-consuming and damaging. At Tanners Solicitors, we have extensive experience of dealing with contract disagreements, and we can intervene early on to try and resolve issues before they escalate.
We will advise you of your rights and work to find an acceptable solution that avoids the need for legal action wherever possible. We can negotiate robustly on your behalf and, where necessary, represent you through mediation. It is often the case that we are able to resolve issues quickly and without litigation.
If the dispute does involve a court hearing, we will ensure that your case is strongly presented with expert representation.
Do you need a solicitor to make a commercial contract?
While it is not essential to involve a solicitor when you enter into a commercial contract, it is strongly recommended that you do. Knowing that your agreements are tailored to suit the needs of your business and that they are strong enough to be relied upon will give you reassurance and also go a long way to avoiding disputes arising.
Our commercial contracts team will work with your business to identify the key issues that are vital to your agreements and ensure that the terms and conditions are clearly set out.
What counts as a commercial contract?
A commercial contract is a business agreement made between two or more parties where both parties agree to provide something to the other. Examples include:
- An agreement to purchase a business
- A sale and distribution agreement
- An agency agreement
- An IT contract
- An agreement to supply goods or services
- A consultancy agreement
- A joint venture agreement
- A franchising agreement
What happens if a commercial contract is breached?
When a commercial contract is breached, it may be possible to bring a claim. You should take legal on the options available to you, which could include requesting damages, requiring the contract to be completed as agreed or ending the contract.
Breach of contract is a complex area and can have a significant effect on a business, so it is important to have a clear idea of what you want to achieve before starting legal action. If you have been accused of breach of contract, then you should also speak to an expert to protect your interests and try and resolve the matter quickly.
Under what circumstances can you terminate a commercial contract?
A contract can be terminated in four main ways:
- The contract has come to an end because the parties have performed their duties under the contract
- The parties have come to a mutual agreement to end the contract
- When one party fundamentally breaches the terms of the contract, the other party may be entitled to terminate it; however, legal advice should be sought before relying on this
- Where a contract is frustrated, or cannot be performed because of an unforeseen event, then it may be at an end. Again, legal advice should be taken as this is a complex area, and it is not advisable to simply assume that a contract has been terminated.
What is force majeure in a commercial contract?
A contract may include a force majeure clause. This refers to an event that is outside the reasonable control of the parties and which prevents the contract from being performed.
Force majeure will not be implied into a contract under UK law. It must be expressly stated within the contract terms. To be able to rely on force majeure to end a contract, you will need to refer to the exact wording of the clause.
Speak with our commercial contract solicitors today
At Tanners Solicitors, we can advise you in respect of a full range of business agreements to ensure you understand the implications of signing and that your rights and interests are safeguarded.