We have extensive experience assisting both Lessors and Lessees in retail, commercial and industrial lease matters. We assist with ensuring that your lease protects you and accurately sets out the agreed terms, which is a fundamental component of making your business a success. In doing so, we consider the nature of the leasing terms to ensure they are fair and reasonable, whilst providing a comprehensive analysis of your obligations and rights as set out by the lease.

Purchasing an existing business can be a significant investment and there are a range of legal matters that should be considered before you commit to the transaction. The process can involve contracts, existing liabilities, business assets, leases and other commercial arrangements, so obtaining legal advice early can help you understand exactly what you are purchasing and the obligations you may be taking on.

We can assist prospective business owners with matters including:

• establishing an appropriate ownership and business structure;

• ensuring the necessary legal arrangements are in place for you to operate the business; and

• helping protect you against debts, liabilities or obligations that properly remain the responsibility of the existing owner.

To ensure that the transaction reflects what you have agreed to acquire, we review the proposed transaction, explain the terms of the Contract for Sale of Business and assist with negotiating appropriate protections before you become legally bound.

Any financial statements, accounts or other financial information can also be provided to us as part of the transaction. However, financial analysis of that material and advice regarding the profitability or financial viability of the business should be obtained from your accountant or financial adviser.

We will guide you through the purchase process and help ensure that the final agreement accurately reflects your understanding of the transaction and the business you intend to acquire.

Selling a business involves more than simply agreeing on a price. There are a range of legal, financial and commercial matters that need to be addressed to ensure the transaction is properly structured and that your interests are protected throughout the process.

We can work with you, together with your accountant or financial adviser where appropriate, to help facilitate an efficient sale and achieve the best possible outcome from the transaction.

In many cases, business owners also want the sale to proceed with minimal disruption to the ongoing operation of the business. We can assist with preparing the necessary documentation, negotiating the terms of the sale and managing the transaction through to completion.

We can also advise on the treatment of intellectual property and other business assets, including whether particular rights should form part of the sale, remain with the existing owner or require additional protection as part of the transaction.

It is important that the sale is structured in a way that protects the value you have created. We will can draft special conditions in the Contract for Sale of Business to ensure it accurately reflects the agreed terms, that your obligations are clearly defined and that appropriate protections are included to minimise the risk of unexpected liabilities arising after completion.

Our role is to guide you through the legal aspects of the sale, assist with negotiations and help ensure that the transaction is completed in accordance with your legal obligations.

We can work alongside your accountant or financial adviser to identify issues that may affect the sale and ensure that the legal and financial aspects of the transaction are considered together.

Whether you are lending money, borrowing funds or putting security in place for a loan, it is important that the arrangement is clearly documented and legally enforceable.

A properly prepared loan agreement can help ensure that each party understands their rights and obligations from the outset, while reducing the risk of uncertainty or disputes arising later. Depending on the circumstances, the loan may also be supported by security such as a mortgage over real property or another form of security, such as a caveat.

We can assist individuals, businesses and private lenders with preparing and reviewing loan documentation tailored to the particular transaction.

Even where money is being advanced between people who know and trust one another, having the terms recorded in a formal written agreement can provide important protection for everyone involved.

A loan agreement can clearly set out matters such as:

• the amount being advanced;

• when and how the funds are to be provided;

• the applicable interest rate, if any;

• repayment arrangements and due dates;

• whether early repayment is permitted;

• what constitutes a default;

• what happens if repayments are not made as agreed;

• any guarantees being provided; and

• any security supporting the loan.

Clearly documenting these matters can help avoid misunderstandings and provide greater certainty if the terms of the loan later need to be enforced.

We can help identify the legal risks associated with the proposed arrangement and prepare documentation designed to protect your position.

Unpaid debts can place unnecessary pressure on individuals and businesses, particularly where repeated requests for payment have been unsuccessful. Acting promptly can help improve the prospects of recovery and prevent the matter from continuing unresolved.

We can assist creditors with recovering outstanding debts through a range of formal legal processes. The appropriate approach will depend on the amount owed, the circumstances surrounding the debt and the debtor’s response to previous attempts to obtain payment.

Where possible, we aim to resolve matters efficiently and commercially. If court proceedings become necessary, we can guide you through the process and advise on the available enforcement options.

Letter of Demand

A formal Letter of Demand is often the first step in the debt recovery process. The letter sets out the amount outstanding, the basis of the debt and the timeframe within which payment is required. It also puts the debtor on notice that further legal action may be taken if the debt remains unpaid. In most matters, a properly prepared Letter of Demand is sufficient to prompt payment or encourage the debtor to engage in discussions about resolving the outstanding amount.

Statement of Claim

If a debt remains unpaid after a Letter of Demand has been issued, it may be appropriate to commence court proceedings by filing a Statement of Claim. A Statement of Claim formally sets out the creditor’s claim against the debtor and the amount sought to be recovered. Once served, the debtor has a limited period in which to respond. We can advise you on whether commencing proceedings is appropriate, prepare the necessary court documents and assist you throughout the litigation process.

Entering Judgment Against a Debtor

If the debtor does not respond to the Statement of Claim within the required timeframe, it may be possible to apply for judgment in default. Once judgment has been entered, the debt is formally recognised by the court and further enforcement options may become available. We can assist with obtaining judgment and advise you on the most appropriate steps to recover the judgment debt.

Enforcing a Judgment

Obtaining judgment does not always mean that payment will be made voluntarily. Where a debtor continues to refuse or fails to pay, there are several enforcement procedures that may be available.

Depending on the circumstances, these may include:

• Writs: which may allow enforcement against certain property or assets of the debtor;

• Examination Summonses: requiring the debtor to provide information about their financial position, income, assets and liabilities;

• Garnishee Orders: which may allow money owed to the debtor, including certain wages or funds held in a bank account, to be redirected towards payment of the judgment debt; and

• other enforcement options that may be appropriate having regard to the debtor’s circumstances.

We can advise on the available enforcement methods and assist in determining which approach is likely to be the most practical and effective.

• Franchise Agreements

• Joint Venture / Shareholder Agreements

• Deeds Of Guarantee and Indemnity

• Commercial Law Litigation

• Corporate Insolvency

• Director’s Duties Regarding Insolvent Trading

• Majority Shareholder Disputes and Oppression

• Response To Statutory Demand

• Terminating The Liquidation

• Administration And Liquidation

• Deeds Of Company Arrangement

• Bankruptcy Notices

• Creditor’s Petition

• Options For Bankruptcy: Formal and Informal Schemes

• Acting For Trustee In Bankruptcy