Commercial Law

Almost all business transactions involve some sort of contract whether or not the arrangement you have entered into is properly documented. Your priority as the owner should always be to protect your business, even if it’s just a small or medium-sized one. You need a team of lawyers who understand that commercial issues and other legal matters don’t occur in isolation.

We have years of experience advising and representing clients in commercial matters, as well as providing strategic and business-oriented legal advice. When we prepare and/or manage contract negotiations, we make sure we understand your intentions behind your business decisions. This means that your business will always be protected throughout the life of a contract or commercial venture.

What Our Commercial Lawyers Do

Our commercial lawyers in Melbourne have experience in the following areas:

  • Purchase and sale of businesses

    There are several factors to consider when selling or acquiring a business such as its liabilities, tax implications, leases, due diligence, employee obligations, etc. A commercial lawyer can conduct thorough searches and review your contract to make sure there is no missing or misleading information that could disrupt the business.

  • Distribution and supply agreements

    When entering into a distribution or supply arrangement, it pays to go over terms such as the product, product safety, indemnities, warranties, title and security interests etc. a sound distribution and supply agreement that incorporates a lot of these provisions can protect your rights, limit your liability, and prevent unnecessary disputes.

  • Licence agreements

    There are many variants of a licence agreement. One form of a licence agreement is a licence agreement in the context of “licencing” the use of a premises–which is a more flexible arrangement for landlords looking to let another party use their property.
    Another common licence agreement is an intellectual property licence agreement which enables a party to use another party’s intellectual property for a fee. Consult with our commercial lawyers to know if a licence arrangement is the best option for your circumstances.

  • Terms and conditions

    With the upcoming changes in the Australian Consumer Law (ACL) and the Competition and Consumer Regulations 2010, it’s important for businesses to understand how to draft or refresh the terms on which they currently supply goods and/or services. Non-compliance could result in significant civil penalties imposed by the Australian Competition and Consumer Commission.

  • Deeds of priority and forbearance

    The purpose of a deed of priority and forbearance is fairly simple. It generally stipulates who gets paid in priority over another creditor and who can sell the property. On the other hand, a deed of forbearance, at its core, preserves the lender’s rights to take action against you as a result of a default.
    Our lawyers can review and advise on your deeds and make sure that it only deals with the priority between lenders and does not deal with anything else. We can further assist in negotiating extensions of loans and “deeds of forbearances”.

  • Deeds of guarantee and indemnity

    A deed of guarantee and indemnity is a document usually prepared to guarantee that a third party will take responsibility (and step into the shoes to indemnify the indemnified party) should, say for example, a borrower fail to repay their loan. Given the technical nature of these documents, it’s critical to review them for terms that could either overreach or limit guarantees.

  • Asset sale, leasing, and rental agreements

    It’s important to know whether the sale or lease just covers a particular asset (e.g. equipment, heavy machinery, etc.) and not all the assets used to operate the business (we’ve seen this on many occasions).
    It’s advisable to discuss your transaction with an experienced commercial lawyer to clearly understand what you’re buying, selling, or leasing, as well as the warranties/indemnities in respect of if an asset is not exactly what you purchased.

  • Services, management, operating, and consultancy agreements

    These agreements are important for businesses who want to solidify business deals, put down in writing what you’ve agreed on to secure your revenue sources, limit your liabilities, and receive the right services at the right time.

  • Confidentiality and non-disclosure agreements

    If you're discussing new business ideas or anything "confidential", it's important to have a document that defines exactly what information can or cannot be disclosed.

  • Loan agreements

    We can assist with secured or unsecured loan agreements or loan advances that have been made in the past. We’re experts in registering securities such as caveats, mortgages and PPSR charges, and dealing with priority of security disputes if they ever arise.

If you need legal advice on a commercial contracting issue, please call us on +61 3 9052 3214 or email us at

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Why Choose TNS Lawyers

We specialise

We only do what we do best. We don’t dabble in areas that we don’t practice in every day.

We care about results

We are results-driven. People say you should focus on the journey but we disagree. We focus on the results we get for our clients.

We personalise

Ever wonder what it’s like being able to “phone a friend” and that friend happens to be your lawyer? We make sure you have a good experience with us every step of the way.

Our Services

We provide specialist legal services in a range of areas