Commercial contract law

Experts at helping you get the deal done.

Commercial law sits at the heart of every business. Whether you are providing goods or delivering services you need to protect your business interests whilst still getting the deal done. Your success depends on your relationships with third parties, whether they are your customers, suppliers or intermediaries.

Ensuring the correct contractual arrangements are in place are the foundation for those successful relationships. Whatever your business, our expert team of commercial law solicitors are on hand to provide pragmatic and robust legal advice that will help you achieve those objectives.

With extensive experience of working within industry, our approach is about collaboration and understanding what is best for you and your business. It is not a question of just the “legal” bits but rather thinking about the value we can add from our experience in similar transactions.

Led by Rory O’Hare, specialist commercial and IP lawyer, our business lawyers have direct experience of working within multiple industry sectors, including manufacturing, technology, retail, research and media, and can draw on their experience of advising businesses from many more.

Our clients range from startups to multinationals and our team advises them on all aspects of their business from procurement and supply, through to marketing, distribution, agency, IP licensing, IT contracts, franchising, collaboration and R&D, as well as the development of ESG strategies. In particular, the department has a strong client base in manufacturing including automotive and equipment industries, and retail and services sectors.

For personalised and expert advice on your commercial contracts or IP, get in touch with Rory today: rory.ohare@primaslaw.co.uk

Highlights of our experience:

A luxury car manufacturer on a range of commercial contracts, including IT contracts and intellectual property licences.
A well-known print & pattern designer on manufacturing and trade mark licensing terms and terms of supply to major UK retailers.
A leading online retailer on the procurement of a number of new ICT systems critical for its warehousing and distribution.
A bespoke sportscar manufacturer on distribution, agency and global dealer agreements for the sale of vehicles and other goods.
A leading robotics supplier on the loan of key equipment.
A leading UK supplier on its terms and conditions for UK prize draws, its terms of sale and its website terms.
A leading commercial nursery on the development of new products for the UK market.
A national restaurant chain on the use of imagery within its restaurants and online marketing.
A leading healthcare testing services provider on franchise agreements for their national franchise network.

Key Individuals

Rory O'Hare

Partner - Corporate and Commercial

rory.ohare@primaslaw.co.uk

Alena Makarevich

Associate - Corporate and Commercial

alena.makarevich@primaslaw.co.uk

Commercial Contract Law FAQs

> Why are commercial contracts important?

A commercial contract should meet two objectives: the first is that it must simultaneously advance and protect your business interests. The second, and often overlooked goal of a properly drafted commercial contract, is that it should not unduly disturb or endanger the commercial arrangement that the two contracting parties have struck.

In its simplest form, a written contract shows what one party will do for another and what it can then expect in return. As far as possible it should set out the agreement between both sides, what they can expect when things go well and how to solve problems when things don’t. A well drafted contract can make litigating easier or remove the need to litigate at all.

In the absence of a written contract, the parties if they can prove a binding agreement exists, are left to claim for a reasonable price for goods and services supplied and accepted.

> What should I look for in a commercial contract?

To be legally enforceable an agreement giving rise to rights and obligations requires the following:

Offer. This is a promise by one party to enter a contract on certain terms. The contract must contain the basic terms of the agreement and show that no further bargaining needs to take place.
Acceptance. The contract needs to show that the offer is accepted, the moment it will become legally binding and often also the jurisdiction in which the contract has been made.
Consideration. Contract law is based on reciprocity. A promise cannot be enforced unless something has been given or promised in return. The contract should be clear as to what this “something” in return is.
Intention to create legal relations. A contract cannot be formed without mutual intention to be bound. A written agreement between the parties is the clearest way to show that intention.
Certainty of terms. Whilst in some cases, a court may be able to fill in the gaps left by negotiating parties, all the material terms of a contract should be set out. These terms will vary depending on the type of contract contemplated, but will usually include: length of the agreement; how it can be ended; specific exclusions; and what to do if things go wrong.

Primas Law partners with global supercar brand Briggs Automotive Company (BAC)

Briggs Automotive Company (BAC) owned by Briggs brothers Ian and Neill, operates from its manufacturing premises in Liverpool and is renowned across the world for its bespoke supercars, the BAC Mono and BAC Mono R.

Founded in 2009, each car is built to a unique specification for each of its clients, ensuring that no two Monos are the same. With less than 200 cars world-wide currently, the Mono supercars are distributed to over 40 countries around the globe.

Primas Law is honoured to be the brand’s go-to full-service commercial law firm.

What our clients say

“Working with the Primas Law team was a complete no brainer for us, and their experience in the automotive world really stood out. Their no-nonsense approach to getting things done is incredibly refreshing, and they’ve already proved themselves to be a partner that the business can rely on and that adds real value.”

"The Primas team has a combined doggedness in pursuit of executing deals on our behalf and for this reason we are an impressed customer and an advocate for this exceptional practice. The work they undertake is beyond thorough."

“Primas Law is a forward thinking, progressive law firm. The team is energetic, adaptable and is able to deliver to client instruction consistently and within timescale. Primas Law is our firm of choice and we are pleased to be clients of this excellent law firm”