Legal Guidance For Commercial Contracts
When looking for a solicitor to prepare and negotiate commercial contracts, we know that our clients want more than just legal advice. They want a team of dedicated solicitors who understand the realities of running a business and can provide practical solutions to commercial issues.
At Tinsdills, our specialist business law solicitors possess a wealth of varied industry and sector experience in drafting and negotiations both national and international commercial contracts. More business services include:
Tinsdills recently expanded this department following an acquisition of Grindeys Solicitors
Commercial Contracts With Tinsdills
Our team of business law solicitors can provide ongoing guidance in connection with the trading and operational requirements of your business. We provide support to directors and senior management teams, advising on the legal issues in commercial transactions. We provide practical solutions to your business’ commercial issues with the intention of achieving the best outcome for your business. This will inevitably involve balancing the commercial needs of your business against any inherent risk and the need for legal compliance.
Many businesses depend on the need for commercial contracts for their success. Providing a solution that is fit for purpose means looking beyond the specifics of the task at hand to consider the potential wider impacts of pursuing a particular course of action.
Whether for the supply of goods, consumer contracts, international trade and export or subcontracting, contracts need to be both clear in meaning and enforceable, especially in the case of consumer contracts. Our business law solicitors will work with you on a range of commercial contracts to ensure the smooth management of your core business and supply chain. We can also advise on sourcing arrangements, IT and infrastructure, route to market and exploiting your brand.
Whether your business is a new start-up, an established SME or a larger corporate, our team of specialist business law solicitors can deliver flexible, bespoke solutions to support your business’ strategic vision. We advise on a range of commercial transactions to support the day-to-day operations and strategic projects of your business. We draw on practical, in-depth experience from across a diverse range of sectors to deliver tailored solutions to commercial issues at a competitive price.
The express terms of a contract are those terms that have been expressly stated by the parties, either in writing or orally. Implied terms, on the other hand, are those terms which are not expressly agreed between the parties, but which have been implied into the contract, for example by law, court rulings, the previous dealings between the parties, custom and industry practice, or the factual intention of the parties.
Every commercial contract exposes your business to a certain element of risk and it is inevitable that you will want to exclude or limit liability as far as is legally and commercially possible. However, the Unfair Contract Terms Act 1977 prohibits, amongst other things, provisions in a commercial contract which seek to exclude or limit liability for death or personal injury caused by negligence; which seek to exclude liability in relation to the giving of proper title/ownership or quiet enjoyment/possession; and those which seek to exclude liability in relation to the quality, fitness for purpose and conformance with description of goods or services supplied (to consumers). Even those terms not prohibited by the Unfair Contract Terms Act 1977 will still be subject to a test of reasonableness and it is inevitably that the courts will determine whether any exclusion of liability is enforceable.
As business law solicitors, we are able to confidently prepare commercial contracts that will aim to provide as much protection as possible to give you peace of mind.
As a general rule, when the terms of a contract have been set out in writing, and evidence shows that the parties intended to execute a formal agreement, the courts will normally infer that the parties do not intend to be bound by the contract unless and until they have all signed it. However, the courts may be more flexible in their approach where evidence can be supplied which clearly shows that there was an intention of the parties that was different from the contract terms.
Penalty clauses are not enforceable under English law. However, properly drafted and considered provisions for liquidated damages may be included. Liquidated damages relate to compensation, at a fixed amount, which is agreed at the outset of the contract and which becomes payable in the event that a party commits a breach of the agreement, without the need to pursue a lengthy contractual claim. However, it is important to ensure that the agreed amount of damages represents a genuine pre-estimate of the loss suffered as a result of the breach. If that is not the case the courts are likely to interpret such provisions as a penalty clause which will be unenforceable.
We would always advise you to have a written contract in place to record the terms that have been agreed between the parties so that, in the unfortunate event of a dispute, the written contract can be used as evidence of what was agreed. That being said, oral agreements are generally enforceable (albeit often difficult to prove what was agreed between the parties in the event of a dispute), but it is important to note that there are a number of situations where a written contract is required by law or in order to fulfil certain registration requirements.
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