Reviewing commercial agreements


Commercial agreements are the lifeblood of a business. They can be created informally by conversations or by email. In those situations a contract can be created immediately but it may be helpful for both parties to review the detail and enter into a more comprehensive written agreement which eventually replaces the more informal arrangement that has been reached. Verbal agreement, in particular, are difficult to enforce because the parties involved often have very different recollections of what was discussed and agreed, particularly when they have fallen out!

'A verbal contract isn't worth the paper it's written on.' Samuel Goldwyn

If you wish to enter into discussions without finding that you are unintentionally bound by the terms discussed before it has been properly reviewed and approved, make sure the discussions are held ‘subject to contract’. Often parties will agree ‘Heads of Terms’ which set out the essential terms on a ‘subject to contract’ basis and this can then be incorporated into a more formal written document.

Sometimes a client will be presented with a standard set of terms of business from a larger organisation such as a bank or set out in lengthy documents heavily negotiated by the lawyers. Although there may be little scope for amending the documents it is still important for the client to understand exactly the full implications of the documents.

In other situations, there will be scope for amending the documents so as to ensure that the terms meet the client’s desired objectives.

Understanding my contract

If you are concerned about the legal effect of a contract that you are being asked to enter into, then we can review this for you.

'Our language is funny — a fat chance and slim chance are the same thing.' J. Gustav White

'It's a strange world of language in which skating on thin ice can get you into hot water.' Franklin P. Jones

Examples of recent work

  • Advice to client on options available regarding structure of business and issues concerning parent subsidiary and associated companies.
  • Terms of business
  • Supply agreements
  • We have advised on a number of different types of commercial contract including franchise agreements; terms and conditions and privacy policy for a website for the sale of furniture; the drafting of an framework agreement for the ongoing supply of imported timber; a very substantial agreement for the supply of furniture and other goods to a development project overseas.
  • Drafting outsourcing agreements between GP Co-operative and general practices as to operation of out of hours service, including practice provider agreements and a shareholder agreement.
  • Negotiating and advising upon the terms of an outsourcing contract for the provision of medical services.
  • Advice on latest APMS contract for GP OOH Services
  • We acted for an organisation operating in the health sector on the terms of a substantial contract for primary medical care services for a GP surgery from the PCT.
  • Drafting terms of business, employment contract.
  • Advice on the interpretation of a share purchase agreement, including restrictive covenants.
  • Advice on corporate management agreement
  • Advising on agency agreements.
  • Advising on the terms of a £15m contract for the supply of environmentally friendly furniture fixtures and fittings.
  • Advising on risk management issues in connection with an IT supply contract and the possible use of escrow arrangements.
  • Salaried partnership agreement.
  • Advice on an agreement relating to the supply of goods and services to a substantial supermarket chain involving a completely new range of products.
  • Advice on agreement relating to future supplies
  • General commercial advice to new company; draft trading terms and directors’ service agreements.
  • Advice to directors and spouses in relation to Bank Guarantees
  • General commercial advice to the board of a small charity company concerning a range of commercial/legal issues, including amending memorandum and articles; interpretation of contracts, employment policies; employment issues.
  • Advising franchisee on franchise agreement.
  • Advice to contractor in connection with potential claim for alleged defects to the roof.  Drafting changes to company’s articles to deal with the position of a new shareholder investor.

Additional Information