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Commercial Relations
Commercial Law
In commercial life the law is usually won before signature rather than after it. The structure of the contract, the security arrangements and the dispute resolution clause determine today the duration and cost of any future dispute.
Commercial law is the body of legal rules governing relations of a “commercial” character. It is very closely related to the law of obligations: while the law of obligations governs non-commercial obligation relationships, commercial law governs those of the same relationships that are commercial in character.
A contract is risk committed to writing
In relations between merchants the law expects the parties to act prudently. That expectation results in many of the protective provisions applicable in consumer relations not applying in commercial ones. Consequently, every heading left incomplete in a commercial contract remains a gap capable of being construed against you.
In contract work our office does not confine itself to reviewing the text; it reconstructs the performance, delay, defect, termination, penalty, security and jurisdiction clauses as a whole, and conducts the negotiation process with the counterparty.
Negotiable instruments and the commercial enterprise
Claims embodied in negotiable instruments such as cheques, promissory notes and bills of exchange are strictly bound by formal requirements. The absence of a single element may cause the instrument to lose its character as a bill of exchange and lead to a far longer route for recovering the claim.
Likewise, matters such as the transfer of a commercial enterprise, protection of the trade name, prevention of unfair competition and the portfolio compensation arising on termination of agency relationships have a direct effect on the balance sheet of commercial enterprises.
What we handle in this area
- Drafting, reviewing and negotiating commercial contracts
- Distributorship, dealership, franchise and agency relationships
- Enforcement proceedings and litigation on claims based on cheques, promissory notes and bills of exchange
- Determination and prevention of unfair competition, and compensation actions
- Transfer of a commercial enterprise and trade name disputes
- Disputes relating to the supply chain for goods and services
- Adaptation of commercial contracts and claims of excessive difficulty of performance
- Conduct of the mandatory mediation process in commercial disputes
Frequently asked questions
In respect of claims for sums due and for compensation whose subject matter is the payment of a sum of money, having applied to a mediator is a procedural prerequisite. An action brought before the mediation stage has been completed will be dismissed on procedural grounds without examination of the merits. The pre-action process therefore demands the same care as the action itself.
In contracts between merchants a jurisdiction agreement may be made, and this determines where the dispute will be heard. Properly structured it provides logistical and cost advantages; badly structured it may oblige you to conduct proceedings in the counterparty's city in every dispute.
Please note. The content on this page is for general information purposes and does not constitute legal advice. Deadlines and procedural rules may vary according to the particulars of the file. For an assessment of your specific situation, please contact our office.
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