Commercial Lawyers & Commercial Law Solicitors in Sheffield, York & Leeds

Commercial contracts form the cornerstone of every business and getting the terms right first time, every time is incredibly important. Our team of specialist commercial litigation solicitors take the time to ensure each contract your business enters into reflects your objectives and protects your interests.

We specialise in creating clear and unambiguous contracts that reflect your needs and intentions, prevent liabilities from arising and protect your business from risk.

To speak to a specialist Commercial Lawyers about your commercial contract needs, please get in touch with us by calling the office today. Alternatively, fill in our online enquiry form and let us know a suitable time to get in touch with you.

Our areas of expertise

We have extensive experience in advising on the following:

For more information about our services, take a look at our FAQs below.

Commercial Agreements

If you need to draft a contract for your business, it is important you seek legal expertise to ensure agreements are clear, precise and manageable.

Our commercial agreement solicitors will help to ensure a deal is made as effortlessly and efficiently as possible and, most importantly, get it right first time.

To speak to a specialist Commercial Solicitor about drafting a commercial contract, get in touch with our Leeds, York or Sheffield office today by calling 0333 323 5292, or fill in our online enquiry form and we will get back to you as soon as possible.

Types of Commercial Agreements

Commercial agreements (whether in writing or otherwise) form the cornerstone of your business. They should reflect your intentions and be certain of their meaning, which, when achieved, could prevent a liability from arising or at least enable you to assess and protect against any possible risk.

We have handled many types of commercial agreements, including:

Should you run into a dispute over a commercial agreement, our dispute resolution solicitors will be able to help you find a solution that does not compromise your business.

Commercial Hire Agreements

The purchase of equipment for a business can be expensive, therefore it is commonplace for technology, or large pieces of kit, for example, to be hired instead of purchased outright. This gives a business control over its cash flow while obtaining the use of equipment that otherwise may have been out of its reach. Commercial hire or lease agreements are therefore commonplace, but it is always prudent to seek independent legal advice, whichever side of the deal you are on.

The hirer will be concerned that (amongst other things) it is paid on time, has the rights to recover the equipment in certain circumstances, and has a right of action should the equipment be damaged when returned. It is important therefore that a well drafted hire agreement is in place to provide the protection that the parties to the hire require.

Why Do I Need Legal Advice?

In our experience, even if you are able to conduct commercial deals, taking legal advice about a transaction before negotiations begin can pay dividends later. This needs not be a long or expensive process. However, we are frequently asked to help clients to sort out problems with all sorts of ‘business relationships’, where some simple advice would have set up the transaction in a way that would have avoided a problem or dispute from arising.

The Team

Our Yorkshire-based solicitors will get to know your business – what you do, how you do it, what you want to achieve and how you want to get there. By doing this, we are able to facilitate the deals that you enter into to help make them achievable and profitable, while ensuring you have the protection required.

We have a breadth of legal experience in advising upon, drafting and negotiating a wide range of commercial agreements for businesses of all sizes, and are able to transfer these skills and this knowledge to a variety of business sectors.

How Lupton Fawcett can help

We are a leading commercial law firm that provides commercial contract law advice to clients across Yorkshire and the UK from our offices in Leeds, York and Sheffield. Our team provides a first-class service by taking the time to understand your business’s needs and working to meet and exceed them.

Contact us for help

If you need help from our commercial law experts, contact us today by using the form on this page.

Lupton Fawcett are a leading personal and commercial law firm in Yorkshire with well-established offices of highly experienced solicitors in Leeds, Sheffield and York.

We have spent over one hundred years using our legal skills to help you through difficult, complicated or emotional times.  Within every area of law, we put your interests first.

We provide a personalised service, with sector specialists and extensive resources to ensure we are giving you the best solutions to your problems.

Lupton Fawcett have long been recognised for our expertise in Commercial Law.

Our Commercial Lawyers act regularly for clients across the United Kingdom including Bradford, Birmingham, Hull, Leeds, Liverpool, London, Manchester, Sheffield, York and Nottingham.

We can support your needs wherever you live in England, Wales & Northern Ireland.

Call today or complete the enquiry form and we will get back in touch with you quickly.  We will always respond promptly, and we will be happy to help.

Frequently Asked Questions

I have signed a supply agreement which I would like to get out of, is there anything that I can do?

You should consider why you wish to terminate the agreement: is the other party in breach for example by not paying its invoices, or not supplying goods or services to you on time? Are the goods faulty or services not of an expected standard? Alternatively you may have a commercial reason for wishing to terminate.

A well drafted agreement will provide the parties with various rights of termination. Typically these will include a right of termination on notice after a certain period, or should a certain event occur, for example insolvency, material breach (i.e. a breach that cannot be remedied, or not remedied within a certain time) or a series of breaches over a certain period of time. If the other party is caught by any of these provisions then you may be able to terminate on this basis.

If no termination provisions apply (which is unusual), or you find that you do not have a right to terminate then you would have to prove a right of termination, for example by asserting that the other party is in breach of its obligations to you. Should you have no contractual or other right of termination, but wish to remove yourself from its obligations for a purely commercial reason, then you may be able to negotiate a way out with the other party, however this may include some form of payment in settlement of your contractual obligations.

I have sold and supplied goods to a business. My quotation included my business’s standard terms and conditions however the purchaser is arguing that its terms and conditions apply to the contract between us; its terms were on the back of its purchase order.

If you have not communicated your terms and conditions to the purchaser (say on an acceptance of the purchase order) then it is likely that your purchaser’s terms and conditions will apply to the contract between you. This is what is called the battle of the forms.

The general rule is that the party who gets the final shot in (i.e. sends a communication including its terms and conditions) before the contract is formed, will find that its terms and conditions are the ones that the contract is formed upon.

I have recently been sued for the consequential losses resulting from a breach of contract, is there any way that I can limit my exposure in the future?

Consequential loss is loss which arises due to, for example, special risks or from a failure to obtain an unusual anticipated profit. For example, consequential loss can be the loss of a contract your customer would have secured had you supplied the goods on time. If you could reasonably be expected to foresee the loss at the time you entered into the contract, then you can be liable for it. If the loss was unforeseeable, for example, the customer did not tell you about the contract they had lined up and you could not be expected to guess there was one, you might not be liable.

Beware that loss of profits is not consequential loss. However, your insurer may refuse to cover loss of profits too, in which case it is necessary for you to exclude liability for consequential loss and loss of profits. It is safest to define what you mean by consequential loss.

Most insurers refuse to insure against consequential loss. Therefore, you should usually exclude liability for it to the extent that you can.

Is it possible to cap the termination payment upon the conclusion of a commercial agency?

For EEA  based agreements you cannot contract out of making a termination payment, however, the agency agreement should stipulate that the payment is made on an indemnity basis as opposed to a compensation basis. This means that the payment is capped at levels set out in the regulations.

My terms and conditions are detailed on the reverse of the invoices that I send out, is this sufficient for them to be incorporated into my contracts?

Generally, by the time an invoice is raised the contract has been entered into and performed, therefore this will be too late. If there is a course of dealing with a particular customer then you may be able to argue that your terms have been brought to the attention of your customer over a period of time

How do I ensure that my Terms and Conditions (Terms) are incorporated into the contracts that I create?

If your terms are incorporated into a document that is then signed by the other party, then these are generally regarded as being incorporated. Commonly, this is not the case; therefore you will need to bring your Terms to the attention of the other party as soon as possible and certainly before the contract is entered into or performed (by placing them on your website, in brochures, on the reverse of quotations).

As a seller of goods, how can I protect myself should my customer become insolvent?

You could use what is commonly known as a retention of title clause. The object of such a clause is to give the seller of goods priority over secured and unsecured creditors of the buyer if the buyer fails to pay for the goods because it is insolvent, or for some other reason which may be specified in the clause. As with any other term, you must ensure that it is fully incorporated into the contracts that you enter into. Should a buyer be a company in administration then you would require the permission of the administrator or the Court before you could repossess any goods that you had effectively retained title to.

I have a website so I’ve started selling through it. Can’t I just do everything exactly as I do on the shop floor?

In principal the law applies to cyberspace just as it does to the real world. However, there are certain extra requirements, often EU-driven, with which you will need to comply on the web. There are also many practical considerations to be taken into account when doing business, as well as often dealing with a third party to set up a suitable section of your website.

Do I need a long contract?

It is often not necessary to have a long and comprehensive contract. However, businesses must understand the implications of this. A business transaction can be sealed by a spoken agreement or a short written summary of terms. This might be acceptable if the transaction involves buying a cheap second hand photocopier, but might be thought too risky if the transaction involves, say, acquiring the business of a major trade rival.  Typically a shorter agreement takes more on trust and inevitably has more risks attached to it. A longer and more comprehensive agreement reduces the risks involved but leaves less to trust. Either of these approaches might be appropriate depending on the transaction and the individuals involved.

Am I safe to take some general terms and conditions I found on the internet and use these?

The answer to this question is nearly always ‘no’. General terms and conditions which might be used by any business are, by their very nature, going to be general and in some cases ambiguous. The most effective approach is to adopt terms and conditions of business which are (a) tailored to your own business and (b) reviewed regularly. The cost of settling the terms and conditions is a hugely worthwhile investment when you consider the safeguards that can be built in, the risks that can be managed, and the liabilities which can be excluded and reduced by a good set of terms and conditions.

I have a business and I can do commercial deals. Why do I need a lawyer?

You may not. However in our experience taking advice about a transaction, even before negotiations have begun, can pay dividends later. This need not be a long or expensive process. However, we are frequently asked to help clients to sort out problems with all sorts of ‘business relationships’ where some simple advice would have set the transaction up in a way which would have avoided a problem or dispute arising.

Do I have to pay a fee to an agent upon termination of a commercial agency?

To start with, probably yes, but this is dependent upon a number of factors:

  1. Do the Commercial Agents Regulations/Directive apply? Generally, these will apply to agents within the UK/EEA where the agent is afforded some right of negotiation with the customer and where the ultimate contract is for the supply of goods
  2. Whether the payment is precluded due to certain factors, such as breach of the agency agreement by the agent, which has resulted in its termination by the principal, whether the agent has terminated for a reason other than age, illness or reasons attributable to the principal
  3. Whether the agent makes a claim – it has up to one year to do so

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