SALE AND PURCHASE

Our experienced solicitors at Bay Legal could assist you in the course of selling or buying a business. We adopt a strict approach to ensuring that our corporate clients are being advised in a commercial way and acting in a commercial manner.

We can advise you of the multitude of due diligence considerations you should have prior to, during and after selling or buying a business. For example (this list is not conclusive):

  • Arranging due diligence searches, inspections and enquiries;
  • Contracts;
  • Terms of the lease;
  • Valuation of stock in trade;
  • Tax considerations;
  • Goodwill of the business;
  • Transfer of licences;
  • GST and stamp duty;
  • Transfer of employees and their entitlements;
  • Franchising;
  • Restraint of trade;
  • Intellectual property;
  • and Debt recovery.

For purchasers, it is important that you set up the appropriate business structure e.g. company, trust, partnership etc. Early and proper planning will ensure efficiency and minimal waste in time and resources.

Contact our office today for advice on the best business structure for you.

We strongly suggest that you seek legal advice at the earliest opportunity to address all potential issues that may affect your transaction.

LEASES AND PROPERTY


Our services include the provision of advice on all aspects of commercial and residential property, the consideration and preparation of documentation and the negotiation and settlement of disputes.
COMMERCIAL / RETAIL LEASE

Commercial / Retail leases involve complicated issues and terms upon which all parties should be properly advised prior to the commencement of the lease. The terms of commercial leases vary from lease to lease and are often negotiable.

Bay Legal has extensive experience in preparing leases, agreements for lease, licences and letters of offer and in advising on commercial leases. We will provide you with advice on leasing and licensing issues including the commercial impact of the terms, unfavourable obligations, pre-contractual arrangements, fit-out obligations, rent reviews, repairs and improvements to the premises and option to renew.

Our solicitors could assist you to prepare special conditions to the lease which may be necessary or favourable to you or your business, and to understand your obligations pursuant to your lease, either as a landlord or a tenant, to prevent an adverse impact on your cash flow.
All of the terms and special conditions should be carefully considered by both the landlord and the tenant before the lease agreement is signed. We can oversee the signing, stamping and registration of documents as well as obtaining mortgagee’s consent where necessary.

Do not enter into the lease unless you have understood and agreed to all of the terms and special conditions contained in the lease. We urge that you seek legal advice as early as possible before signing a lease.

We are here for you if you or your business is in a dispute with the landlord or tenant in relation to a breach of lease. Contact us to discuss how our solicitors can help you.

RESIDENTIAL LEASE

Bay Legal also looks after clients who are tenants and landlords in residential properties. If there is a dispute about the terms of the lease or if there is a breach of lease by either party, our solicitors will be able to advise you about your rights, arising from the lease and in law, and on your available options to resolve the issue. There are often issues in renting a residential property involving the security bond, repairs to the premises, unpaid rent and damages to the property.

DEBT RECOVERY / LITIGATION

If you or your company are owed money, you need competent, efficient and costs effective advice on how to recover it from your debtors.

Over many years Bay Legal has acted for individuals and small companies up to large multi-national companies and has delivered satisfaction to clients who had otherwise given up on ever recovering substantial sums of money.

We are also well appraised with the commercial consideration of our clients.  In particular, litigation can be costly in time and money so we always strive to give our clients the full range of options every step of the way. If the matter proceeds all the way to a hearing or trial we endeavour to put our clients in the best position to recover the costs they have expended along the way.

ACT PROMPTLY

Debts cost you money. The longer you are owed money the more it costs. To assist in the preparation and gathering of evidence for your case, it is generally preferable to act sooner rather than later. This also means that the gathering of evidence can be less costly when it is fresh in the memories of your key witnesses.

FULL SERVICE
If your business requires different contingencies before litigation commences, talk to us about our full service arrangements. We can:

  • Issue letters of demand;
  • Assess the strengths and weaknesses of your case if the debt is not paid;
  • Advise the likely strength of the defence case and implications of a cross-claim;
  • Explore other options for a negotiated outcome or mediation;
  • Prepare, file and serve your statement of claim;
  • Advise you throughout the course of proceedings how to protect your position and develop the best strategy to win your case and recover the money sand costs owed to you;
  • and Manage the court process, including engaging specialised counsel if required.
DEFENDED MATTERS – IF YOU OWE SOMEONE MONEY

Our solicitors have conducted many successful cases for defendants of debt claims. Acting on “both sides of the fence” has strengthened our skills in negotiation and strategic management of cases to focus on the best outcome for our clients.

TERMS OF TRADE

Ask us about how our solicitors can assist you with the appropriate commercial terms your business should use with its debtors and about how to prevent the recurrence of bad debtors. This could develop effective commercial arrangements with your debtors and save your business from future bad debts.

LETTERS OF DEMAND

When a debt has arisen, prior to commencing proceedings you should issue a concise and strongly worded letter of demand to your debtor. The letter should specify the outstanding amount and convey the strength of your case to the debtor, with the aim of settling the case early.

If you initiate your case in Court without first issuing a letter of demand, it may lead to an issue on costs in any subsequent proceedings.

The debtors may respond to the letters of demand by paying the sum demanded, initiate negotiations on a settlement or dispute the debt. In many cases, the debtors simply ignore the letters of demand.

If the case fails to settle early, we can assist you in initiating proceedings in the relevant Courts.

LITIGATION

CLAIMING A DEBT

Bay Legal can assist you to commence debt recovery proceedings in the Courts. Depending on the amount of debt that is outstanding, our solicitors could assist you to draft the necessary documents, prepare the evidence and lodge your claim at the appropriate Courts.

Mind your time limits. You have 6 years from the date the debt first arose to bring a claim in Court.

Litigation procedures are highly complicated and stressful. Each party has strict obligations to observe the Court rules and orders. We strongly suggest that you seek legal advice and representation as early as possible.

Going to court can be time consuming and costly. There are factors to be considered before you commence proceedings in Court, including but not limited to:

  • the size of your claim;
  • whether the debtor has capacity to pay the debt;
  • whether there is sufficient evidence to support your claim;
  • whether the debtor is filing a cross-claim against you; and
  • the possibility of a costs order against you.

Settling a case early is always encouraged. If the debtor is able to repay the debt either by way of instalments or in a lump sum payment, it is an option worth considering as an alternative to a Court hearing.

Bay Legal solicitors can help you to assess your options and advise the most commercial and effective outcome for you and/or your business.

LEGAL COSTS

In the event you are successful in the Court proceedings, you may be able to recover a portion or all of your legal costs and the pre-judgment interest against the debtors. They will be added to the amount of judgment debt owed to you and can be enforced against the debtors through various enforcement methods.

WHAT IF THE DEBTOR DOES NOT RESPOND TO YOUR CLAIM?

If the debtor ignores your claim, you can apply to the Court for a default judgment to be entered against the debtor. A default judgment can affect the debtor’s credit rating and its ability to loan or apply for credit in the future.

A default judgment is recorded against the debtor for 12 years or until the judgment debt is fully repaid.

With a default judgment, you can then seek further orders from the Court to enforce the judgment debt against the debtor e.g. garnishee orders, writ for the levy of property and bankruptcy etc.

DEFENDING A CLAIM

If you have been served with a Statement of Claim, you have 28 days to file your defence. If you do not respond within this period of time, the creditor can seek a default judgment against you.

Our solicitors can assist you in preparing your defence, evidence and possible cross-claims in Court in accordance with the Court rules. We would prepare submissions and attend the pre-trial review and the hearing or trial on your behalf. If necessary, we will engage an experienced barrister to run the hearing or trial.

If you do not wish to go to a hearing or trial, we can advise you of your settlement options and assist you in negotiating with the creditor.

ENFORCING JUDGMENT DEBTS

If you have entered a default judgment against the debtor, you will have up to 12 years from the date of the judgment to enforce the debt.
The cost of enforcement and post-judgment interest can be added onto the judgment debt enforceable against the debtor.
You may consider enforcing your judgment in the following ways:

 

  • Examination notice and order – to determine the financial position (assets and liabilities) of your debtor;
  • Garnishee order;
  • Writ for the levy of property;
  • Writ for the delivery of goods;
  • Bankruptcy;
  • and Winding up a company.
EXAMINATION NOTICE AND ORDER

While there are several options of enforcement actions, it is always worthwhile to first find out whether the debtor is capable of repaying the debt and whether the value of the goods seized from the debtor would be sufficient to recover the debt owed to you.

You could request for information regarding the debtor’s financial situation by sending an examination notice and/or issuing an examination order. If the debtor does not attend the Court for the examination order, you could apply for an arrest warrant to be issued against the debtor.

GARNISHEE ORDER

You can apply to the Court for money to be taken from the debtor’s bank accounts or wages to pay the debt owed to you.

WRIT FOR THE LEVY OF PROPERTY

If the debtor owns a property, you could seek Court’s order to have the property seized and sold to pay the debt.

WRIT FOR THE DELIVERY OF GOODS

If an individual debtor owes you $5,000 or more, you can issue a Bankruptcy Notice against the person and declare the person bankrupt by applying to the Federal Court. This option may be costly and you should seek legal advice before taking this action.

BANKRUPTCY

If an individual debtor owes you $5,000 or more, you can issue a Bankruptcy Notice against the person and declare the person bankrupt by applying to the Federal Court. This option may be costly and you should seek legal advice before taking this action.

WINDING UP A COMPANY

If the judgment debt is above $2,000 and is owed by a company, you may wish to commence winding up proceedings against the debtor company. This could be an effective approach in recovering your debt, depending on the circumstances of the debtor company.

We could assist you in preparing a Statutory Demand against the debtor company which could show that the company is insolvent. If the debtor company fails to comply with or respond to the Statutory Demand within 21 days, we can help you to apply for a winding up order in Court.

Winding up proceedings are highly complicated and expensive. We strongly suggest that you seek legal advice before taking this action.

BANKRUPTCY AND INSOLVENCY

Bankruptcy

Our lawyers’ experience in bankruptcy proceedings gives our clients a high level of confidence that they are receiving the best advice to protect their interests. Our lawyers can assist with recovery of moneys from a bankrupt or, in the event you find yourself being made bankrupt, with how to manage this process.

Our substantial insolvency law and bankruptcy law experience means our clients can have confidence that their individual requirements will be met in a timely and cost-effective manner.

We pride ourselves on listening to our clients to establish their business priorities, making our people accessible to ensure prompt response times, and providing high quality advice.

We offer our extensive knowledge of the legal issues and our commercially driven and practical advice to our clients to ensure that their pressing issues are resolved promptly.

We have a firm grasp of the wider issues involved in litigation, including its effect on reputation and brand. We make sure that we work with our clients to mitigate the risks of litigation.

For information about how our lawyers can assist you, please contact us.

Insolvency

Bay Legal’s lawyers are highly experienced in security enforcement and commercial disputes. We work closely with their clients to advise them on how best to protect their interests. Our lawyers have a wealth of experience advising on an extensive range of technical and complex legal issues and litigation claims arising out of workouts, reconstructions, and corporate and individual insolvencies.

In today’s ever changing world, insolvency and dispute resolution are closely linked. We ensure that our lawyers are also skilled in dispute resolution so that all options for quick resolution of our client’s instructions are exhausted. We have acted in a broad range of small to medium as well as high profile liquidations. This includes acting for Liquidators, Administrators, Receivers, Trustees or Directors.

Our experience extends to post and pre-lend reviews, workouts, voluntary administration, deed of company arrangement, receivership, liquidation, preference recovery actions, insolvent trading claims, bankruptcy and part X arrangements. We are well placed to advise on the Personal Property Securities Act, 2009, which came into effect in 2012. It has seen the introduction of a national register of personal security interests, improving the ability of individuals and businesses, particularly those of a small or medium size, to more confidently and efficiently raise capital by using all of their assets.

BUSINESS ESTABLISHMENT AND ADVISORY

Bay Legal is highly conscious of the need to add value in all its work but none less than advising our commercial clients. The latter are in the business of making a profit and we adopt a strict approach to ensuring that our corporate clients are being advised in a commercial way and acting in a commercial manner.

Our team have a broad legal experience in assisting corporate and SME clients in setting up business structures, securing valued transactions and resolving disputes.

We have accumulated significant experience, industry knowledge and expertise providing business contract legal advice. We advise on preparing contractual documentation, structuring agreements and disputes. Our drafting expertise is drawn in part from our litigation expertise, having seen what can happen when agreements are not drafted to take into account a business’ particular circumstances and the specific requirement for the transaction.

Our solicitors also advise on establishing liability for breach and the remedies for breach of contract. We have advised on a wide range of business disputes including the following types of contracts:

Corporate
  • Shareholders agreements
  • Directors’ remuneration contracts
  • Joint venture contracts and structuring
  • Advising on bank guarantees
  • Financing for technology companies
  • Investing in companies
  • Failing to adhere to terms of contracts
Consultancies
  • Computer systems implementation
  • Management consultancy agreements
  • Managing confidentiality
Trading and Commercial
  • Online service terms and conditions
  • Data protection and privacy policies
  • Distribution agreements
  • Reseller agreements
  • Buying a business
  • Selling a business
Business Process Structuring
  • Franchising agreements
  • Joint ventures
  • Special projects and spin-offs
Employment
  • Employment contracts
  • Corporate Internet and email terms of use
  • Employment contract disputes

INTELLECTUAL PROPERTY

Intellectual property covers a whole array of laws which exist to protect non-tangible property rights. Examples of intellectual property include copyright, trademarks, patents and designs.

In the same way the law protects how others deal with your tangible property so too does the law protect how others deal with your intangible property. Understanding what constitutes intellectual property; which of it is able to be protected; and the formalities if any required to protect it, varies significantly depending on the nature of the property.

Certain property such as copyright has no registration requirements others such as trademarks and patents do need to be registered to prevent others mis-using them. Certain intellectual property may require international registration; other intellectual property may be protected under various laws, providing various forms of redress if misused. Intellectual property law can be extremely complex, particularly those requiring the formalities of registration.

The rise of the internet has seen an explosion in intellectual property infringement over the past decade. If you believe your rights have been infringed or you own intellectual property you want protecting you need to deal with a professional law firm with extensive knowledge of Intellectual Property Law.

Bay Legal has experience in intellectual property law matters and can assist you with how to protect your valued property in this important area of your business.