Expertise In All Aspects Of Business Law
Understanding fundamental Business law is essential in many business transactions. In matters involved in business law, we provide non-litigious services in relation to
PURCHASING A BUSINESS !!!
Before making a decision on buying a business, we advise our clients basically on the following matters because we understand commonly those matters lead to legal disputes. These matters may not be relevant to every business, but generally, most businesses have common issues to be addressed. It would help if you discussed the matters with a competent lawyer and competent accountant. The franchise business is widespread in Australia. We advise our clients on potential disputes concerning the issues but not limited to:
- Inventory of the business that you are interested.
- Furniture, fixtures, equipment and building.
- Copies of all contracts and legal documents such as lessees, purchase
- agreements, distribution agreements, subcontractor agreements, sales contracts, union contracts, employment agreements, and other instruments used to bind the business legally.
- Tax returns for the past five years.
- List of current employees and organizational chart.
- Product liability.
- Financial statements for the past three years.
- Sales records.
- Complete list of liabilities.
- All accounts receivable.
- All accounts payable.
- Debt disclosure.
- Customer patterns.
- Advertising costs.
- Price checks.
- Industry and market history.
- Location and market area.
- Reputation of the business.
- Seller-customer ties.
- Inflated salaries.
DISPUTES IN CONTRACTS MAY OCCUR
Breach of contract
A breach of contract occurs when a party fails to do what they promised. This happens for many different reasons. For example, a party may misunderstand their obligations, they may no longer have the capacity to perform, or they may no longer be willing to perform.
It is the last recourse, but we advise our clients if and when necessary to obtain a legal remedy from the court upholding our clients’ rights. When one party breaches a contract, the other party may ask a court to remedy the breach. The court may order the breaching party to pay money to the non-breaching party. This remedy is called damages. Alternatively, the court may order the party to do what they promised to do. This remedy is called specific performance.
Damages based on loss
Damages are the standard remedy for breach of contract. In Australian law, the amount of damages is the loss caused by the other party’s breach. In most circumstances, the court will order the party in breach to pay the sum of money needed to place the non-breaching party in the same situation as if the contract had been performed.
Market value is not always decisive when determining the number of damages a court may award for breach of contract. For example, suppose a builder constructs a house that does not conform to the contract. In that case, the landowner is usually entitled to damages sufficient to pay for repairs or rebuild to comply with the contract standards even if there is no difference in the value of the two houses. Damages calculated on the basis of market value would not put the innocent party in the same position as if the contract had been performed.
Franchising is a business relationship in which the Franchisor (the owner of the business providing the product or service) assigns to independent people (the franchisees) the right to market and distribute the Franchisor’s goods or services to use the business name for a fixed period. The Franchisor supports the franchisee by providing leadership, guidance, training and assistance. The Franchisor charges service fees in addition to the set-up fee. What we advise our clients to:
- Read, understand and ask questions about the disclosure document.
- Understand an inaccurate or incomplete interpretation of the franchise agreement and other legal documents to be signed.
- Seek legal advice.
- Verify the reality of oral representations of the Franchisor.
- Contact other franchisees who are on the same Franchisor.
- Make sure you have enough working capital.
- Meet the Franchisor’s key management personnel and representative assigned to your territory.
- Consider your contractual rights on Waiver of Significant Legal Rights
- Existence of and Restrictions upon a Franchisee Association
- Understand negotiability, or are you entering into “Standard Form” Contracts
- Think of business Competence of the Franchisor and organizational skills
- Re-consider restrictions on Product or Services
- Double-check restrictions on Transferability of Ownership
- Territorial Encroachment by others