Business and commercial
Commercial contracts in Perth: drafting and review before you sign
Almost every commercial dispute began as a contract problem. Reviewing a contract before signing costs a fraction of arguing about the same clause afterwards, because before signature the terms can still change. We review and draft terms of trade, supply and service agreements, franchise documents and confidentiality agreements, and tell you what to negotiate and what is standard.
Conflict clearance and written engagement are required before the firm acts.Quick answer
Should a business contract be reviewed by a lawyer before signing in Western Australia?
Reviewing a commercial contract before signature is materially cheaper than disputing it afterwards, because before signing the terms can still be changed. A review should cover payment and price, term and termination, liability and indemnities, warranties, restraints and dispute resolution, and should identify what the contract does not say. Standard-form contracts with consumers or small businesses must also be checked against the unfair contract terms regime, where penalties can apply.
- Pre-signature review is far cheaper than a dispute about the same clause.
- Terms of trade secure payment and limit liability, if drafted for your business.
- Unfair terms in standard-form contracts can attract substantial penalties.
- Franchise agreements come with a disclosure regime and interact with the premises lease.
- Verbal agreements are often binding but very hard to prove.
Jurisdiction: Western Australia.
Contract review before you sign
Bring us the contract before you are bound by it. A review identifies where the risk sits and what we would change, in a written report. We also tell you which issues are worth negotiating and which are standard, so you spend your bargaining power where it matters.
- Payment and price: when you get paid or must pay, price variation rights, interest and security for payment.
- Term and termination: how long you are committed, how each side can exit, and what termination actually costs.
- Liability and indemnities: what you carry if something goes wrong, and whether liability is capped.
- Warranties: the promises you are making, and whether you can keep them.
- Restraints: non-compete and non-solicit clauses limiting what you can do afterwards.
- Dispute resolution: where and how disagreements get decided.
- The clause that is not there, which is often the largest risk in the document.
Terms of trade that actually protect you
Your terms of trade are the contract you use most often: every sale, every job, every invoice. Done well they secure your right to payment, limit your liability and give you practical remedies when a customer does not pay. Copied from another business, another industry or another country, they can be unenforceable at exactly the moment you need them. We draft terms fitted to your business, including payment terms and interest, retention of title where you supply goods, appropriate liability limits, guarantee provisions for company customers, and consumer law compliance where you deal with consumers or small businesses.
Unfair contract terms in standard-form contracts
Australian Consumer Law prohibits unfair terms in standard-form contracts with consumers and many small businesses, and substantial penalties can apply for including or relying on them. If your business issues standard-form contracts, terms that are one-sided in the wrong way are not merely unenforceable, they are a compliance risk. If your standard contracts have not been reviewed since the penalty regime commenced, a review is worth prioritising. Equally, if you are the small business on the receiving end of someone else's one-sided standard contract, you may have more room to push back than you think.
Franchise agreements
Franchise documents are long, standard-form and weighted toward the franchisor, and they come with a disclosure regime under the Franchising Code of Conduct. Before you commit we review the franchise agreement and disclosure document together and explain the commitments that matter: fees and marketing levies, territory rights, renewal and end-of-term arrangements, restraints after exit, and how the franchise interacts with your premises lease.
Supply, service, distribution and licensing
Whether you are the supplier or the customer the questions are the same: what exactly is being delivered, to what standard, by when, for what price, and what happens when something slips. We draft and review supply agreements, ongoing service agreements, distribution and agency arrangements, and licensing of intellectual property or software, sized to the deal so a modest arrangement does not attract a corporate-scale contract.
Confidentiality agreements
Before sharing financials with a potential buyer, discussing a venture with a possible partner, or briefing a contractor on something commercially sensitive, put a confidentiality agreement in place. They are short, inexpensive, and far easier than trying to prove misuse of information without one. We prepare them, and review the ones you are asked to sign, since some contain restraints and obligations reaching well beyond confidentiality.
Advice in English and Vietnamese
Contracts are hard enough in your first language. We review the document, explain what it commits you to, and correspond in Vietnamese or English throughout.
Process
- 1
Send the contract and tell us the commercial deal behind it.
- 2
We confirm scope and a fixed fee in writing before starting.
- 3
Review, with a written report of the risks and what we would change.
- 4
A call to work through what is worth negotiating and what is standard.
- 5
Amendments or negotiation with the other side, quoted separately.
What to prepare
- The contract, and any schedules, annexures or standard terms it refers to.
- For a franchise, the disclosure document and any related lease.
- Any prior version, or the correspondence agreeing the commercial terms.
- Your existing terms of trade, if the contract will sit alongside them.
Risks, deadlines and common mistakes
- Signing before review, when the terms can still be changed at no cost.
- Terms of trade copied from another business or jurisdiction, unenforceable when relied on.
- Standard-form contracts not reviewed against the unfair contract terms regime.
- Uncapped liability or indemnities that outlast the contract.
- Restraints wider than needed to protect the business, and therefore at risk of being unenforceable.
- Relying on a verbal agreement: usually binding, but very hard to prove.
Fees and scope
Contract review and standard drafting are defined tasks, so we quote a fixed fee in writing after seeing the document and understanding the deal, and the quote states exactly what is included. Negotiation with the other side is quoted separately, because the cost depends on how they respond. An initial consultation is $350 including GST for one hour, credited in full against your fees if you instruct us on that matter; for a straightforward review you can skip the consultation and send the contract directly.
COMMON QUESTIONS
Frequently asked questions
How much does it cost to have a contract reviewed in Perth?+
It depends on the document's length and complexity and whether you need review only or review plus negotiation. We do not publish a single price for contract review because contracts vary too widely, but after seeing the document we provide a written fixed-fee quote before any work starts, so you know the exact cost before committing.
How long does a contract review take?+
Most standard commercial contracts can be reviewed within a few business days of receiving the document and your instructions. If you are against a signing deadline, tell us: urgent reviews can often be accommodated, and it is far better to ask for a fast review than to sign unreviewed.
Is a verbal agreement binding in Western Australia?+
Many verbal agreements are legally binding. The problem is not validity, it is proof: when a dispute arises each side remembers the conversation differently and there is no document to settle it. Certain agreements do require writing, and for everything else writing is simply cheaper than a dispute.
What makes a contract term unfair under Australian law?+
Broadly, a term in a standard-form contract with a consumer or small business risks being unfair if it causes a significant imbalance between the parties, is not reasonably necessary to protect legitimate interests, and would cause detriment if relied on. Examples include terms letting one side vary anything unilaterally, or one-sided termination penalties. Courts decide case by case and penalties can apply, so standard terms that have not been reviewed recently should be.
Can you fix a contract I have already signed?+
You cannot unilaterally rewrite a signed contract, but you are not necessarily stuck. Options can include negotiating a variation, exercising rights the contract already gives you, or in limited circumstances remedies where the contract or the way it was formed breaches the law. The first step is a review to establish what you actually agreed to and what leverage you have.
Do you draft contracts from scratch or use templates?+
Both, and that is how it should be. Well-built precedents keep costs down for standard documents such as confidentiality agreements and terms of trade; the legal work is in fitting them to your business, your industry and current law. What we do not do is hand over an unmodified template, which is how many of the problem contracts we see came about.
Can a contract be reviewed and explained in Vietnamese?+
Yes. The review, the written report and the discussion can all be handled in Vietnamese, at the same fee.