Business Contracts (Buying and Selling Businesses)

Whether buying or selling a Business it is important to obtain legal advice before entering the Business Contract so that necessary terms and conditions including Special Conditions appropriate to the circumstances can be negotiated, because effectively the Business Contract is your title document to the Business being bought or sold and so therefore must disclose and define all aspects of the Business bought or sold to protect you in relation to same. After entering the Business Contract, it is essential from both a Buyer’s and a Seller’s perspective that their respective performance of the Contract be handled in a professional legal manner so that all the numerous matters requiring attention including consents and assignments and transfers are pulled together to achieve settlement.

Furthermore, particularly if you are a Buyer, you may need to address additional negotiations for say a further and better Special Condition regarding Restraint of Trade, and perhaps a further and better Special Condition whereby the Seller indemnifies the Buyer in relation to all ongoing liabilities and claims against the Business prior to settlement, and perhaps a further and better Special Condition for the Buyer to conduct satisfactory Due Diligence. Furthermore, a Buyer might require a further and better Special Condition better addressing Work in Progress to be adjusted at settlement, or perhaps a Special Condition is required regarding substantive variations required to the existing Lease, as well as perhaps Special Conditions and Schedules regarding any supply contracts forming part of the Business, or special inventories or particular intellectual property, etc.