Key Commercial Contracts | Davis Blank Furniss Solicitors in Manchester

Key Commercial Contracts

Key Commercial Contracts

You may need to consider parent company guarantees, joining in other group companies as contracting parties or seeking personal guarantees from involved individuals. Or even just walking away. If, for example, a sub-contractor is not properly resourced and, if they fail to do their job, that would expose you to excessive risk under your main contract.

You should make sure that your lawyer is advised of any specific arrangements made as regards matters like payment, delivery, term and termination, specification, minimum volumes, key people, exclusivity, obligations of each party etc. so these can be properly reflected in the drafts.

Many legal precedents are drafted heavily in favour of one side or another and if producing a document for one side, that side’s lawyer will inevitably produce a draft accordingly (which will usually require significant amendment before it’s commercially acceptable to the other).

A supplier will often want a guaranteed minimum return per annum to enter into a long-term agreement if it is to be exclusive in some way or commits the supplier to keeping resources available to fulfil it. If the minimum value is not received the options are for the supplier to be able to demand any shortfall is paid up, or (more friendly to the customer) to allow the supplier to terminate early and walk away.

Built in price adjustment is suitable for supply contracts where raw material or other costs of supply (external to the supplier) may vary over time and the parties need a mechanism to reflect this in the price. Also many supply contracts provide for an automatic annual RPI increase. Be careful of contracts (as a customer) that seek to allow the supplier to unilaterally increase prices to whatever they want unless this only happens when the contract is automatically renewed at the end of a period and the customer is given an option to terminate if this is done. Change control is the agreed variation of the services to be provided – often seen for example in supply of bespoke software contracts – this may also lead to a renegotiation of the price. Change control clauses set out the mechanism and timescales for agreeing this. They are not to be confused with ‘change of control’ clauses – which provide for early termination by one party if the other is taken over. These change of control clauses can be seen (for example) in almost all banking facility documents but they also find their way into lots of contracts where they are not really appropriate – and there they should be qualified so that the terminating party can only terminate for change of control if it’s reasonable to do so – for example if key people leave or the other party is acquired by a competitor of the party seeking termination.

This can get very tricky when software or other copyright work is being supplied and it’s in-part based on pre-existing (or ‘core’) IPR and know-how of the supplier and in part created specifically for the customer – although to some extent when software is being created both parties should be attuned to their respective rights for ongoing use and licensing to others at the end of the agreement. But it’s also important in terms of brand-name protection and ownership in e.g. distribution, agency and manufacturing agreements. Data Protection is another area where it’s becoming more and more critical to make sure each party’s responsibilities are made clear and can be absolutely vital if future marketing use of customer data by one of the parties is commercially important to them.

Exclusivity is often a key commercial point, but parties can’t just agree whatever restrictions they want in this area as there may also be restraint of trade and/or competition law concerns which strike down restrictions which go beyond what is necessary and legitimate in the circumstances.

This is a very technical area and terms such as ‘indirect’ and ‘consequential’ don’t carry their ordinary English language meanings here. The Unfair Contract Terms Act and, if dealing with consumers, many other statutory restrictions, may apply to what limitation/exclusions can be included. It’s also important to consider the insurances available to the parties to cover such claims.

You should also watch out for any indemnities which are contained in agreements drafted by others as these will usually avoid being excluded/limited by any limitation provisions.

Why choose Davis Blank Furniss?

Merit Icon Founded in 1877
Team members icon 60+ experienced employees
Apartment block icon Offices in Manchester & Glossop
Law Scales Full service law firm

Testimonials

Read what our clients have to say...

View All

Excellent experience start to finish – always very responsive to any queries and the turnaround on the property I was buying was very quick, even in the busy time leading up to stamp duty deadline. Jenny was always very helpful and went above and beyond to close on a short timescale.

Ben Armitage

“Very approachable, practical solutions to problems, but most of all very responsive which I personally think is very important because if you need help, you need it quickly, or at least to know someone is looking at it for you”.

Joanne Rowe, Finance Director, Greater Manchester Chamber

“Always able to contact, very approachable, friendly and professional”

Nives Feely, JAM Recruitment

“I believe I have been able to establish a professional working relationship with everyone I have come into contact. Importantly, I sense the relationships which have been established give me the confidence that I can make contact with Davis Blank Furniss at any time and on any matter. I would also like to express my thanks to the very impressive “gatekeepers” who work in reception, not only for making me very welcome, but also for their professionalism”

Bill Pryke, CEO, Chartered Institution of Civil Engineering Surveyors

“Thank you for your efficient and friendly help throughout this process. We have had it easy but your approach has been part of that”.

Robert Amsbury (Conveyancing Client)

“I would like to take this opportunity to thank you personally for the ongoing support and assistance the firm has offered to our parents over the years. I hope also that we may be able to call on you if necessary in the future.”

Valerie Fisher (Probate Client)

“Jo always provides great service, understands our needs and delivers on her promises. Our needs are relatively simple but the complexity arises out of the volume of work and short time frames, Jo always delivers.”

Peter Fernandez, Corporate Director at Royal Bank of Scotland

“A big thank you to all who dealt with my wife’s claim… We would not hesitate to recommend Davis Blank Furniss to anyone that may be in a situation like we have been…”

Anon (Personal Injury client)

“Before putting my case in Kirsty (Morbey)’s capable hands I’ve met a couple of other solicitors. None of them listen to me as intently as Kirsty and showed me as much empathy and understanding as she did. Simultaneously she was able to look at my case from legal perspective, explain all the options and follow each of our meetings with written summary of the discussed matters (in timely manner). Her advice was invaluable and led me to successfully ending the case matter (hopeful for good). I’m forever grateful for he work and would definitely recommend her to anyone looking for reliable, knowledgeable and committed solicitor”.

Anon (Family client)
5 star service

Our Manchester office is rated 5 stars on Google

How can we help?

Get expert legal advice.

If you need any legal advice or assistance with regards to personal or family law, contact the Davis Blank Furniss team now.

Get expert legal advice.

If you need any legal advice or assistance with regards to personal or family law, contact the Davis Blank Furniss team now.








    Manchester Office

    If you need any legal advice or assistance from our Manchester office, contact the Davis Blank Furniss team now.

    Glossop Office

    If you need any legal advice or assistance from our Glossop office, contact the Davis Blank Furniss team now.

    Richard Hamilton

    Richard Hamilton

    Managing Partner
    Kate Oldfield

    Kate Oldfield

    Senior Partner
    Andrew Ryan

    Andrew Ryan

    Partner
    Sonio Singh

    Sonio Singh

    Partner
    Debra Kelly

    Debra Kelly

    Partner
    Seán Hackett

    Seán Hackett

    Partner
    Susan Bann

    Susan Bann

    Partner
    Andy McNish

    Andy McNish

    Partner
    Shiva Shadi

    Shiva Shadi

    Partner
    Kirsty Morbey

    Kirsty Morbey

    Partner
    Jennifer Smith

    Jennifer Smith

    Partner
    Rosie Korcz

    Rosie Korcz

    Partner
    Rebecca Taylor

    Rebecca Taylor

    Partner
    Paul Walton

    Paul Walton

    Consultant
    Stuart Shalom

    Stuart Shalom

    Consultant
    Amie Tsang

    Amie Tsang

    Senior Consultant
    Alison Cameron

    Alison Cameron

    Senior Associate Solicitor
    Lauren Sever

    Lauren Sever

    Senior Associate Solicitor
    Kirsty Fillery

    Kirsty Fillery

    Solicitor
    Rhiannon Turner

    Rhiannon Turner

    Solicitor
    Sarah Taylor

    Sarah Taylor

    Solicitor
    Craig Marsden

    Craig Marsden

    Associate Residential Conveyancer
    Joanne Mercer

    Joanne Mercer

    Associate Probate Manager
    Jackie Miller

    Jackie Miller

    Legal Manager
    Emma Little

    Emma Little

    Conveyancing Paralegal