Commercial & Contract Attorneys | Business Law

Most commercial disputes are not caused by bad faith. They are caused by two people who genuinely believed they had agreed the same thing, and a document that never resolved the point.

Our commercial work is aimed at owner-managed businesses: the agreements that actually govern how a business operates, drafted so that the people signing them can read them.

Contracts people can read

A contract that only a lawyer can interpret has failed at its main job, which is to let both parties know where they stand without needing advice every time. We draft in plain language, define what genuinely needs defining, and leave out the archaic padding that makes commercial documents so widely unread.

That does not mean loose. Precision and readability are not in tension — most legal verbosity is habit rather than necessity.

The agreements that matter most

Shareholders and partnership agreements. How decisions are taken, how disagreements break, what happens when a founder leaves, dies, or wants to sell. Write it at the start, when nobody has anything to gain from a particular answer.

Sale of a business. Whether you are selling shares or selling assets changes the tax treatment, the liabilities that follow the business, and the employees’ position under section 197 of the Labour Relations Act. That decision is worth taking advice on before the price is agreed, not after.

Leases. Escalation, renewal, reinstatement at the end of the term, and who pays for what. Commercial leases are long documents in which two or three clauses carry nearly all the financial risk.

Reviewing what is in front of you

If someone has sent you an agreement to sign, we will read it, mark it up, and give you a short written note in plain language: what it says, what the real risks are, what we would push back on, and what is not worth fighting about.

Knowing which battles are worth having is most of the value.

What this covers

Incorporation of companies

Drafting and negotiating shareholder agreements

Partnership and joint venture agreements

Franchise agreements

Commercial property and lease agreements

Sale of business and asset purchase agreements

Non-disclosure and restraint of trade agreements

POPIA compliance documentation and privacy notices

How a commercial matter actually runs

Honest stages and honest timing, including the parts that are not within our control.

Tell us the outcome you want

Not the clauses — the commercial result. Most disputes we see began with two people who believed they had agreed the same thing and a document that never resolved the point.

One conversationYou

Review or draft

For a review you get a marked-up copy and a short written note in plain language: what it says, what the real risks are, what we would push back on, and what is not worth fighting about.

3-5 business daysUs

Negotiation

Where there is a counterparty, we take the points that matter and concede the ones that do not. Knowing which is which is most of the value.

VariesThe other side

Signature

Final execution, and where the agreement needs it, notarial execution or registration.

One appointmentAll parties

Timings are typical, not promised — every matter has its own facts. What we do promise is that you will always know which stage yours has reached.

Common questions

The other side sent their standard contract. Is a review worth it?

Almost always. A standard contract is standard in the sense that it was drafted to protect the party who wrote it. The clauses that matter are rarely the ones people read: how it terminates, who carries the risk when something goes wrong, whether liability is capped, and which forum decides a dispute. A few hours of review is consistently cheaper than the alternative.

We are going into business with friends. Do we really need a shareholders agreement?

Precisely because you are friends. A shareholders agreement is written while everyone is optimistic, and read when they are not. It decides how decisions get made, what happens when someone wants out, how the business is valued, and what occurs if a shareholder dies or becomes incapacitated. Nearly every business dispute we see would have been shorter, cheaper and less bitter with one in place.

Is a restraint of trade enforceable in South Africa?

It can be. A restraint is enforceable unless it is unreasonable, and reasonableness turns on whether there is a protectable interest, and on how wide the restraint is in scope, geography and duration. A restraint drafted as broadly as possible is often the one a court declines to enforce. Drafting it to be reasonable is what makes it work.

What does POPIA actually require of a small business?

More than most owners assume, and less than the alarmist marketing suggests. In practice: know what personal information you hold and why, have a lawful basis for it, secure it properly, tell people what you are doing with it, appoint an information officer, and be able to respond when someone asks what you hold about them. We help put that in place proportionately to the size of the business.

Commercial & Contract Law