Business & Corporate Lawyers › Commercial Contracts & Disputes
Commercial Contract Lawyers — Contracts That Protect Your Business. Disputes Resolved Efficiently.
A commercial contract is only as good as the protection it provides when something goes wrong. Whether you need a contract drafted, reviewed before signing, or a contract dispute resolved, a commercial lawyer ensures your rights are protected and your obligations are clear. From service agreements and supply contracts to joint ventures and distribution agreements, a lawyer-drafted contract prevents disputes before they arise.
⚠ Limitation periods for contract claims in most states are 6 years from the date of breach. Claims outside this period are generally statute-barred. Do not delay seeking advice if you believe a contract has been breached. Get advice now.
What We Help With
Commercial contracts — drafting, review, and dispute resolution.
Contract Drafting — Protecting Your Business
A lawyer drafts commercial contracts tailored to your business — service agreements, supply contracts, distribution agreements, SaaS terms, agency agreements, and joint venture agreements. A well-drafted contract defines scope, payment, liability limits, IP ownership, termination rights, and dispute resolution — closing the gaps that create disputes.
Contract Review — Before You Sign
Before signing a significant commercial contract, a lawyer reviews the other party's terms — identifying unfair provisions, unlimited liability clauses, onerous termination rights, and gaps in the scope definition. Many businesses sign contracts without legal review and later discover that the terms they agreed to are far more onerous than they realised.
Breach of Contract — Pursuing Your Claim
Where a counterparty has breached a commercial contract — by failing to pay, failing to perform, delivering defective goods or services, or disclosing confidential information — a lawyer identifies the available remedies (damages, specific performance, termination) and pursues the claim through negotiation, mediation, and if necessary, court proceedings.
Termination Disputes — Was the Termination Valid?
Terminating a commercial contract (or having a contract terminated against you) raises complex questions about whether the termination was valid — including whether a breach was sufficiently serious to justify termination (repudiation or fundamental breach) and whether proper notice was given. An invalid termination can itself constitute a repudiation of the contract, giving the other party a claim for loss of the remaining contract value.
Unfair Contract Terms — Australian Consumer Law
The Australian Consumer Law (ACL) prohibits unfair contract terms in standard form contracts with small businesses (fewer than 250 employees, or annual turnover under $10 million). From November 2023, unfair contract terms in standard form business contracts are void and attract civil penalties. A lawyer reviews existing standard terms and updates them for ACL compliance.
Dispute Resolution — Mediation & Arbitration
Most commercial contracts include dispute resolution clauses specifying that disputes must be referred to mediation (and sometimes arbitration) before court proceedings. A lawyer manages the mediation or arbitration process — preparing submissions, briefing experts, and negotiating settlement — and litigates in court where alternative dispute resolution does not resolve the matter.
What the Law Says
Commercial contracts — the legal framework in Australia.
Elements of a binding contract
For a contract to be legally binding in Australia, there must be: offer (a definite proposal to enter into a contract on specific terms); acceptance (unqualified acceptance of those terms — a counter-offer constitutes a new offer, not acceptance); consideration (something of value exchanged by each party — in commercial contracts, typically money for goods or services); intention to create legal relations (presumed in commercial dealings); and certainty of terms (the material terms must be sufficiently clear to be enforceable). A contract does not need to be in writing to be binding — but written contracts are far easier to prove and enforce.
Implied terms — what the contract doesn't say
Australian contract law recognises that contracts may include implied terms — terms not expressly set out in the written contract but which are implied by law (e.g., the implied terms of reasonable skill and care in a services contract under the ACL) or by the circumstances (terms implied in fact as necessary to give business efficacy to the contract). The existence of implied terms creates rights and obligations that the parties may not have specifically considered. A lawyer reviewing a contract identifies what implied terms may apply in addition to the express terms.
Remedies for breach of contract
The primary remedy for breach of contract in Australia is damages — compensating the innocent party for the loss caused by the breach. Damages are assessed on the expectation measure (putting the innocent party in the position they would have been in if the contract had been performed) or the reliance measure (compensating for expenditure made in reliance on the contract). Additional remedies include: specific performance (an order requiring performance of the contract — available for unique goods or land); injunctions (preventing ongoing breach); and termination (bringing the contract to an end). A lawyer advises on which remedy is most appropriate and practically enforceable in the specific circumstances.
Limitation periods — time limits for contract claims
In most Australian states and territories, the limitation period for contract claims is 6 years from the date of the breach (Limitation Act in each state). In NSW the period is 6 years; in Victoria, 6 years; in Queensland, 6 years; in WA, 6 years. Once the limitation period expires, the claim is statute-barred — the court will not hear it regardless of its merits. The clock starts running from the date of breach — not from the date the plaintiff became aware of the breach. Businesses that delay seeking advice on a contract breach may find their claim is time-barred.
Misleading and deceptive conduct — ACL claims
Section 18 of the Australian Consumer Law prohibits misleading or deceptive conduct in trade or commerce. In a commercial context, a party to a contract who was induced to enter it by the other party's misleading or deceptive conduct has a remedy under the ACL — including damages for the loss suffered as a result of entering the contract. ACL claims have a 6-year limitation period (s236 ACL) and are available where one of the parties is a consumer or small business — which covers most B2B transactions by businesses with fewer than 250 employees.
Liquidated damages clauses — enforceable or a penalty?
A liquidated damages clause specifies a fixed sum payable on breach — providing certainty for both parties. Historically, courts refused to enforce liquidated damages clauses that were a "penalty" (a sum grossly disproportionate to the innocent party's loss). Following the High Court decision in Paciocco v Australia and New Zealand Banking Group Ltd [2016] HCA 28, the test is whether the clause is "out of all proportion" to the legitimate interests of the innocent party — a more permissive standard. A lawyer advises on whether a liquidated damages clause in a proposed contract is likely to be enforceable.
How It Works
One request. Contract help from a commercial lawyer.
Tell us whether you need a contract drafted, reviewed, or a dispute resolved. A commercial lawyer contacts you for a free consultation and advises on the most efficient approach.
Submit Your RequestTell us what you need
Tell us: whether you need a contract drafted, reviewed, or a dispute resolved; the type of contract (services, supply, distribution, SaaS, joint venture); and any deadlines or urgency involved.
Matched to a commercial contracts lawyer
Your request is matched to a commercial lawyer experienced in your specific type of contract and industry — whether that is technology, construction, retail, professional services, or another sector.
Contract drafted, reviewed, or dispute resolved
A lawyer prepares or reviews your contract — or advises on your position in a contract dispute and identifies the most efficient pathway to resolution.
Common Questions
Commercial contracts — frequently asked questions.
Is a verbal contract binding?
Yes — in most cases, a verbal contract is binding in Australia if the essential elements of a contract exist (offer, acceptance, consideration, and intention to create legal relations). However, proving the terms of a verbal contract when there is a dispute is extremely difficult — it typically comes down to one person's word against another's. Where the value of the contract is significant, the cost of a dispute about what was agreed can far exceed the cost of having a written contract prepared at the outset. A lawyer advises on whether an existing verbal contract is binding and how to evidence its terms.
My client refuses to pay — what are my options?
Where a client refuses to pay a legitimate invoice, the options depend on the amount owed and the reason for the refusal. For smaller amounts (typically under $100,000), the NCAT or state civil tribunal is a cost-effective forum for resolving payment disputes. For larger amounts, the Federal Circuit Court or Supreme Court is more appropriate. Where the debtor is a company, a statutory demand under s459E of the Corporations Act can be served — creating a presumption of insolvency if not paid within 21 days. A lawyer advises on the most cost-effective approach based on the specific facts, the amount owed, and the debtor's financial position.
The contract has a "no oral modification" clause — does that mean we can't agree to change the terms verbally?
A "no oral modification" (NOM) clause provides that the contract cannot be varied except in writing signed by both parties. The enforceability of NOM clauses has been confirmed by the High Court in Equuscorp Pty Ltd v Glengallan Investments Pty Ltd [2004] HCA 55 — parties who agreed orally to modify a contract containing a NOM clause may not be able to rely on the oral modification. However, estoppel (where a party has relied on the oral agreement to their detriment) may provide a remedy in some circumstances. A lawyer advises on whether a purported oral modification to a contract with a NOM clause is enforceable in the specific circumstances.