Commercial Contracts
Supply, service and distribution agreements, reviewed before signing.
Practice Area
Contracts & Transactions
Documents read the way an operator reads them: for what they mean for cash, control and risk.
The Problem
What Is at Stake
Most commercial disputes begin in a contract that was signed quickly or drafted for a different deal. The template from the last transaction, the counterparty’s standard terms accepted without review, the term sheet signed before anyone examined the control provisions: these are where problems start.
KP Juris advises businesses, founders and investors on the contracts that run a business and the transactions that change it, from supply and service agreements to investment rounds and shareholder arrangements. Support on mergers and acquisitions, corporate structuring and governance is provided as part of this work.
Services
Contracts & Transactions Services
Fundraising & Investment Documentation
Term sheets, shareholders' agreements and investor rights.
Shareholder & Joint Venture Arrangements
Governance, deadlock, transfer restrictions and exit.
Approach
How We Approach It
01
Understand the deal
Start with the commercial objective, the counterparty and what happens to the business if things go wrong.
02
Review for risk
Read the documents for liability, control, termination and dispute resolution, and rank the issues by exposure.
03
Negotiate what matters
Focus negotiation on the terms that carry real exposure, not on drafting preferences.
04
Close and keep track
Coordinate signing, stamping and filings, and record the obligations that continue after closing.
Key Considerations
What to Know Before You Act
Liability caps and indemnities
An indemnity without a cap, or a cap that excludes the risks most likely to arise, changes the economics of the contract.
Control as well as economics
In investment and joint venture documents, vetoes, board rights and exit terms often matter more than price.
Dispute resolution
Seat, institution and governing law decide where and how a dispute is fought. A poorly drafted clause adds a dispute about the dispute.
Approvals and filings
Investments, share transfers and restructurings need board and shareholder approvals and regulatory filings, coordinated with company secretaries and chartered accountants.
Related
Other Practice Areas
Real Estate & Property
Title, transactions, development arrangements, RERA and property disputes.
Tax Disputes
GST notices, disputes and appeals; income tax notices, assessments and appeals.
Contracts & Transactions
Before You Sign the Term Sheet: Control Terms Founders Underestimate
Discuss a Matter
Tell us briefly what the matter involves.
Engagements are scoped to the matter. Please do not send confidential documents with a first enquiry.