Commercial law
What a business lawyer actually does
Business owners tend to call a lawyer at two moments: when someone has sued them, and when a bank asks for a document they do not have. Both are late. This page is about the moments in between, and what advice is genuinely worth paying for.
The four jobs, in plain terms
- Structuring. Deciding what entity trades, what entity owns the assets, who is personally liable and how ownership can change hands. See setting up a business.
- Documenting. Writing or reviewing the contracts that govern your money: terms of trade, service agreements, employment and contractor agreements, leases, owner agreements. See the agreements checklist.
- Transacting. Buying, selling, merging, taking on an investor, or bringing in a partner. See buying a business and selling a business.
- Fixing. Debts, breaches, terminations, disputes between owners, regulator contact. See commercial dispute resolution.
The first three cost hundreds to low thousands. The fourth costs tens of thousands. That ratio is the entire argument for calling early.
The moments that are worth the money
| Trigger | What can go wrong | What advice does |
|---|---|---|
| Signing a commercial lease | Personal guarantee, make good obligations, ratchet rent reviews, no assignment right | Identifies the three or four clauses worth negotiating and quantifies the exit cost |
| Being asked for a personal guarantee | Unlimited, uncapped, no release on sale, spouse also bound | Caps it, limits it, and gets a release mechanism |
| Taking on a co-owner | No exit mechanism, no valuation method, deadlock | A shareholders or partnership agreement written while everyone agrees |
| A supplier sends their terms | Unilateral price variation, one-way indemnity, unfair terms exposure both ways | Tells you which clauses are standard and which are not |
| A franchise opportunity | Fees you did not model, territory you do not have, restraint you cannot live with | A written review inside the 14 day disclosure period |
| First employee or contractor | Misclassification, unpaid super, no intellectual property assignment | The right document for the actual arrangement |
| A customer stops paying | Terms never incorporated, no guarantee, no registered security | Recovery strategy and a fix to the documents so it does not repeat |
What a good business lawyer will tell you not to do
A useful commercial lawyer says no to work reasonably often.
They will tell you not to sue over a debt that costs more to recover than it is worth, because costs recovery in Queensland is partial and enforcement against an empty company recovers nothing. They will tell you not to bother with a restraint on a junior employee that will not be enforced. They will tell you that a template is adequate for a low value, low risk arrangement and that spending three thousand dollars on bespoke drafting for it is not a good use of your money.
They will also tell you when a legal problem is really a commercial problem. A supplier who keeps delivering late is usually not a contract drafting issue. A co-founder who has stopped working is a conversation before it is a clause.
And they will not give you tax advice. The legal question is who is liable and who owns what. The tax question belongs to your accountant, and anyone answering both without one in the room is guessing at one of them.
The other thing worth hearing early is that most contracts are not negotiable in the way people imagine. On a standard form supply agreement or a franchise agreement, the realistic outcome is that you get two or three clauses changed, not twenty. The value of the review is knowing which two or three to spend your credibility on, and knowing what you are accepting on the rest. A lawyer who marks up every clause in a document you were always going to sign has cost you money and goodwill for nothing.
Working with us
Our commercial lawyers have run businesses, which is why the advice comes with a commercial position attached rather than a list of risks. You will get told which clauses matter, roughly what the downside is worth, and whether it is worth spending money arguing about.
Document work is quoted as a fixed fee range in writing before it starts. Disputes are quoted in stages with a decision point at the end of each. Our fixed fees page sets out exactly what moves the number, which very few firms will put in writing.
Start with a free 15 minute call, and if it needs more than that a first appointment at Southport or Brisbane is $440 including GST. Bring the document. If you are inside a deadline, whether that is a cooling-off period, a finance date or a 21 day statutory demand, say so when you call.
Last reviewed 3 August 2026 by the TWC Lawyers team. Queensland penalty units and court fees are indexed on 1 July each year. Check current figures before you rely on them, or ask us.
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