Contracts 101 for Businesses: A Quick Guide

Vivian Nguyen • January 21, 2025

Running a business involves a lot of moving parts, and contracts are the glue that holds them together.  Whether you are dealing with suppliers, customers, landlords or employees, understanding the basics of contracts is crucial for protecting your interests and ensuring smooth operations. 

What is a Contract?

It is a legally binding agreement between two or more parties.  It outlines the terms and conditions of the agreement, including the obligations of each party. 


For a contract to be valid, it generally needs these key elements:


  • Offer: One party makes a clear offer to another. This could be anything from selling goods to providing a service.
  • Acceptance: The other party unequivocally accepts the offer. This acceptance must mirror the original offer.
  • Consideration: The quid pro quo. Something of value must be exchanged between the parties. This could be money, goods, services, or a promise to do something. 


Why are Contracts Important?

Contracts are essential for businesses because they:


  • Provide clarity: They clearly define the obligations of each party, minimising misunderstandings and disputes.
  • Offer protection: They provide a legal framework for recourse if one party breaches the agreement.
  • Build trust: A well-drafted contract fosters trust and confidence between parties.
  • Facilitate business planning: Contracts allow businesses to plan and budget with certainty.


Types of Contracts


  • Written contracts: These are the most common and recommended type, as they provide clear evidence of the terms of the agreement. 
  • Verbal contracts: While still enforceable, these can be difficult to prove in court due to the lack of written documentation.
  • Implied contracts: These contracts are not explicitly stated but are inferred from the actions and conduct of the parties.


Key Considerations for Businesses


  • Australian Consumer Law (ACL): If your contract involves consumers, it must comply with the ACL, which protects consumer rights.
  • Specific Legislation: Depending on your industry, there may be specific legislation that affects your contracts (for example, franchises). 
  • Professional Advice: It is always advisable to seek legal advice when drafting or reviewing contracts. A lawyer can help ensure your contract is legally sound and protects your interests. The costs of drafting or reviewing a contract is small in comparison to the costs of either fixing an issue or enforcing a contract later. 
A woman is sitting at a table with a pile of papers on it.

Common Contract Mistakes to Avoid


  • Using unclear language: Ambiguous wording can lead to disputes.
  • Failing to address key issues: Make sure all important aspects of the agreement are covered.
  • Failing to cover certain scenarios: Make sure any potential scenarios are covered so that it is clear what would happen. 
  • Not getting it in writing: Verbal contracts are risky.
  • Using a template without review: Generic templates may not be suitable for your specific needs.
  • Signing without reading: Always read the entire contract before signing.


What is the upside in having your Contracts drafted or reviewed by a lawyer?

Investing time and resources upfront to properly review or draft a contract is significantly more advantageous for a business than attempting to resolve issues after they arise. 


Proactive contract review identifies potential ambiguities, omissions, or unfavorable terms before they become problems, allowing for negotiation and adjustments while all parties are still agreeable. 


This preventative approach avoids costly and time-consuming litigation, damaged business relationships, and the uncertainty of a Court’s interpretation. 


By clearly defining obligations, responsibilities, and remedies from the outset, businesses can protect their interests, mitigate risks, and foster stronger, more productive partnerships, ultimately saving time, money, and stress in the long run.


Need help with your business contracts?  Contact our Commercial Team for a free consultation. In some circumstances we offer fixed fee for contract drafting and/or contract review so that you can budget for it. We can help you draft, review, and negotiate contracts that protect your interests and set your business up for success.



By Peter Morris June 14, 2025
Harness racing, a thrilling spectacle of speed and strategy, isn't just about horses and sulkies flying around a track. Behind the scenes, a robust system of licensing and registration ensures fairness, safety, and the integrity of the sport. Just like any professional athletic endeavor, harness racing has its own set of rules and regulations, particularly when it comes to who can participate. Let's pull back the curtain and explore the crucial aspects of licensing and registration in harness racing: Horses: The Stars of the Show Registration: Every harness racing horse must be registered with the relevant governing body. This process involves detailed documentation, including pedigree information, markings, and ownership details. This helps maintain accurate records, prevent fraud, and ensure the horse's eligibility to race. Identification: Horses are typically microchipped or branded for easy identification. This is crucial for verifying their identity, especially during pre-race checks and post-race analyses. Health and Welfare: Strict regulations are in place concerning the health and welfare of racing horses. Veterinary inspections, drug testing, and restrictions on medications are common practices to ensure the horses are fit and treated humanely. Trainers: The Masterminds Behind the Scenes Licensing: Trainers must obtain a license to train and prepare horses for racing. This usually involves passing examinations that demonstrate knowledge of horse care, training techniques, and racing rules. Responsibilities: Licensed trainers are responsible for the health, well-being, and performance of their horses. They must adhere to strict ethical guidelines and ensure their horses are racing fairly. Record Keeping: Trainers are required to maintain detailed records of their horses' training, treatments, and race performances. This documentation helps track the horses' progress and ensures transparency. Drivers: The Skilled Pilots of the Sulky Licensing: Drivers, who guide the horses during races, must also obtain a license. The licensing process typically involves demonstrating driving skills, knowledge of racing rules, and physical fitness. Experience and Skill: Licenses are often tiered based on experience and skill level. This ensures that drivers are qualified to handle the speed and pressure of harness racing. Conduct and Safety: Drivers are expected to adhere to strict rules of conduct during races, prioritizing the safety of themselves, other drivers, and the horses. Owners: The Passionate Supporters Registration: While not always requiring a formal "license," owners must register their ownership of racing horses with the governing body. This ensures transparency and helps track ownership changes. Financial Responsibilities: Owners are responsible for the financial upkeep of their horses, including training, veterinary care, and racing expenses. Compliance: Owners are expected to comply with all racing rules and regulations, including those related to horse welfare and ethical conduct. Why is Licensing and Registration So Important?  Fairness: A well-regulated licensing and registration system ensures a level playing field for all participants. Safety: Strict rules concerning horse health, driver conduct, and equipment contribute to a safer racing environment. Integrity: Regulations help prevent fraud, doping, and other unethical practices that could compromise the integrity of the sport. Animal Welfare: Strict guidelines regarding horse care and treatment prioritize the well-being of the animals. Public Trust: A robust regulatory system builds public trust in the sport, ensuring that harness racing is conducted ethically and professionally. In conclusion, the licensing and registration processes in harness racing are essential for maintaining the sport's integrity, ensuring fairness, and prioritising the safety and welfare of all involved. From the majestic horses to the skilled drivers, every participant is subject to a system of rules and regulations that uphold the highest standards. So, the next time you watch a harness race, remember the intricate system that operates behind the scenes, ensuring a thrilling and ethical spectacle.
By Vivian Nguyen June 14, 2025
In the bustling world of business, contracts form the foundation of countless transactions, from simple supply agreements to multi-million dollar projects. They are the legally binding promises that provide certainty and a framework for business relationships. But what happens when one party fails to uphold their end of the bargain? Disputes arising from the non-performance or inadequate performance of contractual obligations are one of the most common areas of litigation. These breaches can disrupt operations, cause significant financial loss, and damage hard-earned reputations. This article explores the legal landscape of such disputes, outlining what constitutes a breach, the available remedies, and the avenues for resolution. Understanding Breach of Contract At its core, a breach of contract occurs when a party fails to fulfil their obligations as stipulated in the agreement without a lawful excuse. These breaches can manifest in several ways: Non-performance: This is the most straightforward type of breach, where a party completely fails to perform their contractual duties. For example, a supplier fails to deliver goods, or a contractor abandons a project. Inadequate performance: This occurs when a party performs their obligations, but not to the standard required by the contract. This could involve the delivery of defective goods, the provision of substandard services, or the failure to meet specified timelines. Anticipatory breach: This happens when one party indicates, either through their words or actions, that they will not be performing their contractual obligations before the performance is due. To successfully bring a claim for breach of contract, the innocent party must generally prove four key elements: The existence of a valid contract: There must be a legally enforceable agreement between the parties. The plaintiff's performance: The party bringing the claim must have fulfilled their own contractual obligations or have a valid reason for not doing so. The defendant's breach: The other party must have failed to perform their obligations under the contract. Resulting damage: The breach must have caused the innocent party to suffer a loss. Remedies for a Broken Promise When a breach of contract is established, the law offers several remedies to the innocent party. The primary goal of these remedies is to place the wronged party in the position they would have been in had the contract been performed as agreed. The most common remedy is damages , which is a monetary award to compensate for the loss suffered. This can include direct losses, such as the cost of sourcing alternative goods or services, and consequential losses that flow from the breach. In some circumstances, a monetary award may not be sufficient. In such cases, the Court may grant specific performance , which is an order compelling the breaching party to perform their contractual obligations. This remedy is more common in contracts involving unique subject matter, such as land or a rare piece of art. Another equitable remedy is an injunction , which is a Court order restraining a party from doing a particular act. For example, an injunction may be sought to prevent a party from further breaching the contract. The Human and Financial Cost: Lessons from the Courts Recent case law provides powerful illustrations of the real-world consequences of contractual breaches. In the significant High Court case of Elisha v Vision Australia Ltd [2024] HCA 50, an employee was awarded over $1.5 million in damages for psychiatric injury caused by their employer's breach of the employment contract during a disciplinary process. This landmark decision highlights that the duty to act in accordance with contractual terms, including incorporated policies, is a serious one, and a breach can have severe financial and personal repercussions. Another noteworthy case is Cessnock City Council v 123 259 932 Pty Ltd [2024] HCA 17. In this matter, the High Court clarified the principles of reliance damages, awarding a company significant compensation for wasted expenditure incurred in reliance on the council's promise to grant a lease. This case serves as a stark reminder of the financial risks associated with failing to honour contractual commitments. Beyond the Courtroom: The Path of Alternative Dispute Resolution Litigation can be a costly, time-consuming, and an adversarial process. Fortunately, it is not the only option for resolving contractual disputes. Alternative Dispute Resolution (ADR) methods offer a more collaborative and often more efficient way to reach a resolution. Negotiation: The parties attempt to resolve the dispute themselves through direct communication. Mediation: A neutral third party, the mediator, facilitates discussions between the parties to help them reach a mutually acceptable agreement. The mediator does not impose a decision but rather guides the parties towards their own resolution. Arbitration: A more formal ADR process where the parties present their case to an independent arbitrator who makes a binding decision. Many modern contracts now include a dispute resolution clause that mandates the parties attempt ADR before commencing legal proceedings. This proactive approach can save both parties significant time and money and help to preserve their business relationship. Protecting Your Interests Disputes arising from non-performance or inadequate performance of contractual obligations are a serious matter with the potential for significant disruption and financial loss. To protect your interests, it is crucial to: Ensure your contracts are clear, comprehensive, and unambiguous. Understand your rights and obligations under the contract. Act promptly if you believe a breach has occurred. Seek legal advice to understand your options and the best course of action. By understanding the legal framework and the available avenues for resolution, businesses and individuals can navigate these challenging situations with greater confidence and work towards a fair and timely outcome.
By Maria Valenzuela June 14, 2025
As family lawyers, we’ve witnessed the devastating financial consequences of deception and fraud in relationships, amplified by the anonymity and ease of online dating. Protecting yourself from financial fraud during a divorce, especially after meeting a partner online, requires vigilance and a proactive approach. Firstly, full financial disclosure is paramount . Both parties must be transparent about their assets, liabilities, income, and expenses. If you suspect your partner is hiding assets, engage a forensic accountant to investigate. Be wary of unusual financial activity, like large withdrawals or transfers to unknown accounts. Secondly, document everything . Keep records of financial transactions, communications, and any suspicious behavior. This evidence can be crucial in court if you need to prove financial misconduct. Thirdly, seek legal advice early . A lawyer can guide you through the legal process, protect your rights, and advise on strategies to uncover hidden assets and secure a fair financial settlement.  Remember, trust but verify . Don't let emotions cloud your judgment when it comes to finances. Be cautious about sharing personal or financial information too soon, and be wary of requests for money or investments. By taking these precautions and seeking professional guidance, you can protect yourself from financial fraud and achieve a just and equitable outcome in your divorce.
By Vivian Nguyen June 14, 2025
Forget dusty legal tomes – the recent decision of Angius v Angius [2025] NSWCA 113 from the New South Wales Court of Appeal is a real-life family drama with a multi-million dollar twist! This isn't just another dry legal ruling; it's a powerful reminder that sometimes, even the most carefully crafted will can be challenged, especially when a grandchild's future hangs in the balance. Imagine this: a vast estate, almost $30 million, left entirely to one daughter. Sounds straightforward, right? Not so fast. Enter Natalie Angius, the granddaughter, who dared to ask a crucial question: "What about me?" And in a move that's shaking up succession law, the courts said, "She has a point!" The Angius Saga: A Battle for Inheritance At the heart of this captivating case was the considerable fortune of Giovanni (John) Angius. His final will was clear: every cent to his daughter, Jenny. No mention of Natalie. But Natalie, facing the challenges of multiple sclerosis, wasn't content to be overlooked. She launched a family provision claim, arguing that despite the will, her grandfather had a moral duty to provide for her. The initial judge agreed, awarding Natalie a staggering $2.55 million. Jenny, understandably, appealed. But the NSW Court of Appeal, in a decision that resonated with fairness and compassion, upheld the original ruling. Unpacking the Court's Decision: Beyond the Black and White So, what made Natalie's claim so compelling? It wasn't just about being a grandchild. The Court's reasoning delved into the nuanced realities of their relationship and Natalie's life: The Unseen Threads of Dependency: This wasn't a case of basic needs. The Court recognised that John's financial support to Natalie, particularly after her MS diagnosis, was significant and went beyond mere gestures of affection. It gradually evolved to replace her income, effectively making her partially dependent on him. This expanded interpretation of "dependency" is a game-changer, showing that support needn't be for "survival" to count. More Than Just Money: "Factors Warranting" Intervention: It wasn't solely about the financial lifeline. The Court looked at the entire picture: the deep bond between grandfather and granddaughter, Natalie's vulnerability due to her chronic illness, and even John's earlier intentions, which had indicated he did intend to provide for her. This demonstrates that a court can override a testator's final will if there's a strong moral obligation to provide for a claimant. The Weight of an "Extremely Large" Estate: Let's be frank, $2.55 million is a substantial sum. But in the context of an almost $30 million estate, the Court deemed it entirely appropriate. This signals that in cases of immense wealth, courts are more likely to ensure that those with a genuine claim and demonstrable need are adequately provided for. What Does This Mean for Your Family and Your Will? Angius v Angius isn't just a legal precedent; it's a cautionary tale and a powerful lesson for anyone planning their estate or facing a similar family dilemma: Grandchildren Are No Longer "Outsiders": If you thought your will was ironclad against claims from grandchildren, think again. This case proves that with sufficient evidence of dependency and compelling circumstances, they can successfully challenge a will. Dependency Isn't Just About Rent and Groceries: The definition of "dependency" has broadened. If you're providing significant financial support, even for what might seem like "extras" or during difficult times, it could be seen as creating a moral obligation. Your "Final Word" Might Not Be the Final Word: While a will reflects your wishes, the courts retain the power to adjust those wishes if they believe there's a moral duty to provide for someone who has been overlooked, especially in very large estates. The Power of Proactive Planning: This case shouts out the importance of comprehensive estate planning. Don't just tick boxes. Have candid conversations with your loved ones, consider all potential claimants, and document your decisions clearly, especially if you're intentionally excluding someone who might have a perceived claim. A well-reasoned explanation in your will can make all the difference. Angius v Angius [2025] NSWCA 113 is more than a legal case; it's a human story about family, illness, and the enduring quest for fairness. It serves as a stark reminder that in the eyes of the law, sometimes, the bonds of family can transcend the written word, even in the most significant of estates.
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