Commercial and business law in Queensland

The four decisions that shape everything after them

Businesses do not usually fail for legal reasons. They do get badly damaged by four decisions that were made quickly, early, and without advice.

1. What structure you trade through. Sole trader, partnership, company or trust. This decides who is personally on the hook when something goes wrong, and it is far cheaper to get right at the start than to restructure later. See setting up a business.
2. What happens between the owners. Two people who agree about everything on day one will disagree about something by year three. A shareholders agreement or a partnership agreement decides that argument in advance, while everybody is still friendly.
3. What your customer contract says. Terms of trade decide whether you get paid, whether you can recover goods, and whether a bad job becomes an unlimited liability. See terms and conditions of trade.
4. What you sign when you buy or sell. A business sale contract allocates risk between buyer and seller for everything nobody has thought of yet. See buying a business and selling a business.

Everything else on this site sits underneath those four.

Our commercial lawyers have run businesses

That sounds like a marketing line. It has a practical consequence, so here is what it means.

A lawyer who has never met a payroll will draft the safest possible clause and hand it to you. Someone who has run a business knows that the safest possible clause sometimes kills the deal, that a 90 day payment term can be the difference between a contract being worth having and not, and that the cost of a two week negotiation is real money out of a real bank account.

So the advice you get here comes with a commercial position attached to it. Not just "this clause is risky", but "this clause is risky, here is roughly how likely the risk is, here is what it would cost you if it happened, and here is whether it is worth spending three thousand dollars arguing about it". You are still the one who decides. You just decide with the numbers in front of you.

The rules that apply to your business whether you read them or not

None of these are optional and none of them care whether you knew about them. The Australian Consumer Law in particular applies to standard form contracts you may have downloaded years ago and never read again.

When to call before you sign, not after

The cheapest legal advice you will ever buy is the advice you get before the signature. Once the document is signed, you are usually arguing about how to get out of it, and that is a different and more expensive conversation.

• A heads of agreement, term sheet or letter of intent has been put in front of you. These are often more binding than people assume.
• You are about to sign a lease, especially a retail shop lease with a personal guarantee attached.
• Someone has asked you to guarantee a company debt in your own name.
• You are taking on a business partner, a co-founder or an investor.
• A supplier or a customer has sent you their terms and asked you to sign them back.
• You are about to hire your first person, or engage a contractor who looks a lot like an employee. See independent contractor agreements.
• A dispute has started and you are tempted to reply to the email yourself. See commercial dispute resolution.

On the tax side, we will tell you what a structure does legally and then send you to your accountant for the tax. Anyone who gives you both without an accountant in the room is guessing at one of them.

There is one more trigger worth naming, because people are embarrassed to raise it. If you have already signed something and you now suspect it was a mistake, call anyway. Some documents have statutory unwinding rights attached to them, a franchise agreement and a Queensland residential contract among them, and those rights expire on a fixed date rather than when you get around to worrying about it. Even where there is no automatic right, the options available in week one are almost always better than the options available in month six.

What this costs

Document work is quoted as a fixed fee range in writing before we start. A set of terms of trade, a shareholders agreement, a contractor agreement, a business sale contract: all of these can be priced up front because the scope is knowable.

Disputes are different. The other side controls half of the workload, so an honest quote is staged: a fixed price for the first step, then a decision point, then a price for the next step. We would rather tell you that than quote a number we cannot hold. Our fixed fees page sets out how we price.

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, even a draft one. Fifteen minutes with the actual wording is worth more than an hour of describing it.