Morgan Russell Solicitors

Commercial Agreements

Commercial Agreements

Franchising: Franchiser's Perspective

This briefing note explains what a franchise is and highlights the advantages and disadvantages of franchising a business from the franchisor's perspective. 

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Standard Terms and Conditions

This briefing note highlights some of the advantages and disadvantages of using standard terms and also sets out how standard terms can be incorporated effectively.

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Rights of termination in contracts (extract from the June 2012 edition of Commercial Law News)

When seeking to terminate a contract care needs to be taken to avoid finding yourself in breach instead, as this could affect your entitlement to damages. There is a well-established rule in English law that if X terminates a contract with Y for a flawed reason but later discovers there was a better reason  (even though X did not know it at the time) then X can rely on the later better reason to justify the termination (i.e. the terminating party can rely on any grounds which were available to it at the time it gave notice to terminate even though it did not yet know about them or mention such reasons in its termination notice).

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How to protect your business from interruptions (extract from the June 2012 edition of Commercial Law News)

Contracts usually contain future or ongoing performance obligations that could be affected by problems with business continuity  - such as terrorism, natural disasters or traffic nightmares caused by the Olympic Games.  Under English law a party that is unwilling or unable to perform its obligations as a result would be in breach of contract, giving the other party a right to terminate the contract and/or seek damages. So, what can you do to minimise these risks or otherwise, what legal remedies do you have?

Continue reading How to protect your business from interruptions (extract from the June 2012 edition of Commercial Law News)

Business Continuity

This briefing note sets out what the legal implications of business interruptions are and provides practical steps for consideration, particularly in light of the Olympic Games and Paralympic Games this year and other high profile matters.

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Contract Negotiations - Pitfall to Avoid

This briefing note highlights some of the major pitfalls that your business needs to be aware of, and should avoid, during a contract negotiation.  You should always take legal advice if your business is negotiating a large or unusual contract.

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Contract Negotiations - Key Issues

This briefing note highlights the key issues a business should consider during contract negotiations.

Always take legal advice when negotiating a large or unusual contract.

Who is the other party to the contract?

  • What is the reputation of the other party? Has the business dealt with the other party before?
  • Consider doing a credit check if the business has not dealt with the other party before.
  • If the other party is based overseas, take legal advice to ensure that the business is adequately protected if things go wrong.

Counterparts Clauses

In a recent Supreme Court case, a counterparts clause was held to be a "subject to contract" provision because it included wording specifying that the agreement would only take effect when all the parties had signed it. As a result, if your business commonly starts to carry out contracts on the basis of a draft unsigned agreement, you will now not necessarily want your counterparts clause to contain wording about when the agreement becomes effective. 

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A Guide to Agency Agreements

This guide will consider the following:

  1. The Nature of Agency Agreements;
  2. Types of Agency Agreements;
  3. Tax Issues;
  4. The Law and Agency Agreements; and
  5. Common Terms in Agency Agreements.

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Advantages of Using Heads of Terms

It is advantageous for companies to use Heads of Terms both when selling or purchasing a business or when selling or purchasing shares.  Heads of Terms are also commonly referred to as "Heads of Agreement" or a “Memorandum of Understanding" (MOU).

What are Heads of Terms

Heads of Terms outline the main feature of a proposed contract and provide both parties with a synopsis of the essence of the contract and how it would look in a final lengthy binding form.  To obtain a specimen Heads of Terms for business sale and purchase and/or for share sale and purchase do not hesitate to telephone us and we will provide outline drafts.  Although they cover many of the usual commercial terms they will always need adjusting for each particular deal.

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