Commercial Law

Areas we cover

• Commercial contracts: supply, services, distribution, agency, licensing, confidentiality.
• Business sales and purchases: heads of agreement, due diligence, sale of business contracts, restraints.
• Business structuring: choice of entity, shareholders' agreements, trust deeds.
• Commercial and retail leasing: acting for landlords and tenants.
• Franchising: reviewing disclosure and franchise agreements.
• Company matters: constitutions, share transfers, director resolutions.
• Sale of professional practices, where the assets involve regulated interests.

Who we act for

We act for small and mid-sized Melbourne businesses, owner-operated companies, family groups, professional practices and investors. Our style suits clients who want direct access to their lawyer, clear commercial advice and prompt turnaround on documents.

How we work

1. Understand the commercial objective before drafting.
2. Identify the legal issues that stand between you and that objective.
3. Choose documents that fit the transaction — not templates that overshoot.
4. Negotiate the difficult clauses rather than paper them.
5. Explain the residual risk so you know what you are accepting.

Accredited Specialist

Our commercial law work is supervised by Jim Parke, an Accredited Specialist in Commercial Law under the Law Institute of Victoria's specialisation scheme. The scheme requires demonstrated experience, a written examination and ongoing continuing professional development. Accreditation does not guarantee outcomes; it does provide independent confirmation of experience in the field.

What to expect on fees

Commercial work is often quoted on a fixed fee for defined scope (e.g. a contract review, a lease preparation, a sale of business). Where scope is uncertain, we work on time basis with an estimate and keep the client informed if the estimate needs revising. We do not run undisclosed time.

Areas of commercial work

Our commercial practice covers the day-to-day legal needs of small and medium businesses in Victoria. Common areas include the drafting and review of commercial contracts, the sale and purchase of businesses, commercial and retail leasing, shareholders and unitholders agreements, joint venture arrangements, terms and conditions of trade, and dispute resolution short of full-scale litigation. Larger and specialised work — significant M&A, contested corporate litigation, and specialist regulatory matters — is referred where appropriate.

How commercial work is scoped and priced

Most commercial matters can be scoped at the outset once the transaction structure and the client's commercial objectives are clear. Where scope allows, we quote a fixed professional fee. Where scope is uncertain — for example, where negotiation may become protracted or where due diligence will drive the work — we quote a budget with agreed check-in points, so that the client retains visibility on the cost of the matter as it progresses. Estimates exclude government charges, third-party fees and disbursements.

Preliminary decisions to think through

• The correct legal entity for the transaction — sole trader, partnership, company, trust — and whether a new structure should be established before the transaction proceeds.
• The commercial timeframe for completion, including any third-party consents, regulatory approvals or landlord consents required.
• The interaction between the transaction and the client's existing arrangements — leases, employment contracts, supply agreements, finance facilities, and shareholder arrangements.
• The tax treatment of the transaction and the accounting adviser who will confirm it.

How we work with other advisers

Almost every commercial matter has a taxation and accounting dimension. We work alongside the client's accountant on structure and tax treatment, alongside the client's broker or bank on funding, and alongside financial planners where the transaction interacts with the owner's superannuation or personal wealth. Where the client does not have existing advisers, we introduce trusted specialists but do not receive referral commissions for doing so.

Common commercial risks

• Contracts signed on the counter-party's standard terms without review, particularly indemnities and limitation of liability clauses.
• Heads of agreement that are ambiguous about whether they are binding, leading to disputes if the transaction does not proceed.
• Personal guarantees granted by directors without a clear understanding of their scope.
• Shareholder or unitholder arrangements that address the good times but not the exit of a founder or the entry of a new investor.
• Leases signed without checking whether the Retail Leases Act applies, and the consequences if it does.

Accredited Specialist supervision

Commercial matters at Blakie + Britt are supervised by Jim Parke, Accredited Specialist in Commercial Law. Direct supervision by a senior commercial lawyer is a feature of the way we work rather than an option chosen for the largest matters.

Limitations of general information

The commentary on this page is general and is not a substitute for advice on your commercial transaction.