Commercial Law

The most consequential decisions in a business's life are often made in the first weeks: choice of structure, choice of name and intellectual property arrangements, choice of shareholders or unitholders, and the terms on which they come in and can leave. We advise on discretionary trusts with corporate trustees, unit trusts, companies, joint ventures and hybrids, and on the tax and asset protection consequences of each. We work in parallel with the client's accountant so that the legal structure aligns with the tax strategy from day one.

A shareholder agreement deals with the issues the constitution does not — board composition, reserved matters that require unanimous or supermajority approval, deadlock resolution, restraints, capital calls, drag and tag along rights on sale, pre-emptive rights on transfer, and exit mechanics on death, incapacity or default. For unit trusts, the equivalent unitholder agreement deals with the same issues alongside trust-specific matters such as the appointor role. We draft these documents to be commercial and usable rather than litigation-proof; the goal is to prevent disputes, not to win them.

We draft and negotiate the full range of commercial contracts — supply and distribution agreements, services agreements, agency and consultancy arrangements, software and SaaS terms, licensing and IP arrangements, joint venture agreements, and standard form terms and conditions. The quality of a commercial contract is measured by how clearly it allocates risk, how cleanly it can be exited, and how well it survives a dispute — not by how many pages it runs to.

Victorian courts will enforce restraints of trade to the extent reasonably necessary to protect a legitimate interest. In a business sale context, the legitimate interest is the goodwill the buyer has paid for; in an employment context, it is confidential information and customer connections. We draft cascading restraints (multiple durations and geographic areas, with the broadest enforceable terms upheld) for business sale agreements, shareholder agreements and senior employment contracts, and act in restraint enforcement proceedings when the time comes.

The Australian Consumer Law applies to almost every Victorian business that supplies goods or services. The prohibitions on misleading or deceptive conduct, unconscionable conduct, and unfair contract terms in standard form consumer and small business contracts impose obligations that must be built into marketing, sales and contract drafting. From November 2023, contraventions of the unfair contract terms regime attract civil penalties — making historic standard form contracts an active compliance risk. We review and update standard form documentation to current law.

Directors, trustees and partners hold positions of trust with codified duties — care and diligence, good faith, proper purpose, no conflicts, no improper use of information or position. We advise on the practical application of these duties to particular decisions, and act in disputes about alleged breaches. For directors of SME companies, the most common exposure points are insolvent trading, related party transactions and decisions taken in conflict.

We are a small commercial practice with deep experience across the lifecycle of an owner-operated business — from structure through to sale, with disputes, succession and estate planning along the way. Our pricing is transparent, our scope is defined up front, and our work is partner-led rather than delegated. For businesses that want a long-term legal adviser rather than a transactional service provider, we are well suited.