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BUYING
OR SELLING A BUSINESS
Buying a
business can be one of the most satisfying achievements, provided you
have sound legal advice to begin with.
It can also be
one of the most devastating things you can do if you do not have proper
legal advice. It is not uncommon in those circumstances for businesses
to fail, people to be bankrupted and the ensuing stress to cause
marriages to fail -- all because the correct legal foundations were not
laid at the outset.
Don't lose
your house because you tried to save some money in legal fees. Bruce Graham Lawyers can assist
you to protect your investment by ensuring that:-
- The vendor is prohibited from stealing the
customers that you have paid him for.
- The necessary government licences have been
taken out and are current.
- The leasing arrangements with the landlord
are such that you can concentrate on building up your business
without having to worry about being evicted.
Why not contact us for an appointment.
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NEGOTIATING A NEW
LEASE
For
Landlords:-
- Bruce
Graham Lawyers can make sure that when dealing with a
company, that you have the right to take action against the
directors in case the company defaults in payments.
- Bruce
Graham Lawyers can help you protect your investment by
ensuring that the tenant is obliged to maintain the premises so
that when they move out, you do not have to spend a fortune
bringing the premises "up to scratch" again before you
can find another tenant.
- If a tenant is breaching the lease, you
cannot just lock them out. Bruce
Graham Lawyers can help you through the technical processes
required to regain your property and to recover any arrears of
rent and damages.
- Retail Shop Leases are a
"minefield" for the landlord -- put one foot wrong and
your lease could "explode" costing you tens of thousands
of dollars. For safe passage through the minefield, see Bruce Graham Lawyers
first.
For Tenants:-
- Standard Lease
There is no such thing as a "standard lease". Each
business is unique and each business has its own requirements.
There are some pre-printed forms of leases, but these are neither
"standard" nor necessarily appropriate for your
business.
- Agreement to Lease
Do not even sign an "Agreement to Lease" before you see Bruce Graham Lawyers,
because the Agreement to Lease often contains unfavourable
provisions to be included in the new lease but which we might have
been able to save you from, had we seen the Agreement to Lease
beforehand.
- Directors Guarantees
If you take a lease in your company's name, you will probably be
required to sign a directors guarantee. These guarantees can leave
you liable for the default of a stranger after you have sold the
business. Bruce Graham
Lawyers can negotiate to limit your liability to only that
period that you have control over the business.
- Term of Lease
A "3 x 3" (i.e. a three-year term with a tenant's
three-year option to renew) might be common, and suitable for an
established business. If you are just starting out however, you
may be worried about committing yourself to a three-year lease if
the business does not succeed in its first year. Bruce Graham Lawyers will
help you negotiate for something more suitable, such as a one-year
lease with two, three year options. At least at the end of the
first year you will have a better idea of how the business is
progressing and can decide whether to continue or not.
- Did you know that if you sell the business,
you might still be liable if the purchaser does not pay the rent?
- Do you know what a "ratchet"
clause is?
- Are you protected if the Landlord sells the
property (with your business in it) to someone who wants to get
rid of you and redevelop the complex?
For the answer
to these questions and for sound legal advice, contact Bruce
Graham Lawyers.
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GENERAL CONTRACTS
(Do You Want to Make a Deal with Someone but You Want to Make Sure Your
Rights Are Protected?)
Do you have an
idea that needs documenting? Do you want to sell something, licence
something or make an arrangement with somebody?
Unfortunately,
it is not wise these days to rely "on a handshake". This is
not necessarily because the other party is dishonest. It often happens
that both parties think they have agreement but it is only when they
see the idea expressed in black and white that they realise that their
ideas are different and further discussion is required. It is much
easier to obtain consensus at the beginning of an arrangement, rather
than after these differences have appeared and people are annoyed with
each other for perceived breaches.
Bruce Graham Lawyers will listen carefully to your ideas and will
express them clearly and simply. With our wealth of experience in
commercial law, we can make suggestions which will enhance the
prospects of success and we can make suggestions which will better protect
you should things go wrong.
Never sign a
contract without getting good independent legal advice - see Bruce Graham Lawyers first.
Why not contact us for an appointment.
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COMPUTER LAW
Bruce Graham Lawyers can help you with:-
- Software Licences
- Software Escrow Agreements
- Physical Custody of Software
- Software Maintenance Agreements
- Distribution Agreements
- Hardware and Software Maintenance Agreements
- Non-disclosure and Confidentiality
Agreements
Why not contact us for an appointment.
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FRANCHISING
Franchising is
now a well established and well-respected system of assisting people
into business and improving their chance of success. There are far
fewer failures in a good franchise system than there are in non
franchise businesses. The growth of the franchise industry in Australia
is increasing yearly at a great rate.
If you want a
business that has an established and proven record of success, then a
good franchise is just what you need.
On the other
hand, a bad franchise is worse than worthless because it can cost you
your life's savings. For assistance in determining whether a franchise
is a good franchise or not, see Bruce
Graham Lawyers.
For
the Franchisor
Bruce Graham Lawyers has had
over 20 years experience in franchising and is well placed to prepare
the necessary franchise documents and disclosure documents. Severe
penalties apply if the documentation does not comply with the
Franchising Code of Conduct. "Get it right the first time" --
see Bruce Graham Lawyers
first.
Bruce Graham Lawyers can ensure that your intellectual property is
properly protected and registered.
Bruce Graham Lawyers has experience in the mediation of franchise
disputes.
Bruce Graham Lawyers can help you with the day to day running of a
franchise system. We can assist you with the correct issuing of default
notices, and make practical suggestions to make your job easier.
Your
disclosure documents need updating at least annually. We find that even
when experienced franchisors update their own disclosure documents,
that non-compliant errors creep in, and that they benefit from having
us proofread the revised disclosure documents before use.
For
the Franchisee
The Advantages of Franchising:-
It normally takes years of experience to learn how to run a profitable
business. A good franchisor however has already done the hard work for
you by working out the formula for success.
Part of the
problem with a new business is simply getting known in the marketplace.
The franchisor already has the franchise name out there.
A good
franchisor monitors the health of your business and can often correct a
problem before you even know that you have one. It is as though you
have an "in-house" business consultant. If you were in a
non-franchise business, you might not recognise the problem, or be
reluctant to contact a business adviser because of the perceived
expense.
The
Disadvantages of Franchising:
-
An unscrupulous franchisor is not selling franchising, he is merely
selling franchises. A good franchisor makes his money from the success
of his franchisees and often the purchase price of the franchise is
relatively low. An unscrupulous franchisor makes his money from selling
franchises at an inflated price and offering little or no support.
Even in a good
franchise, you must be prepared to give up your right to do whatever
you want in business so that it complies with the vision of the franchisor.
This obviously is harder for some people than for others.
Overall,
we believe that the advantages of a good franchise far outweigh any
disadvantage.
Why not contact us for an appointment.
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DOMESTIC CONVEYANCING
Conveyancing -
Sale of Property
WHY DO I NEED
A SOLICITOR?
There is peace of mind in getting expert help. Buying a house is the
single most expensive investment that most people make. Why risk your
life's savings by cutting corners?
It is against
the law for someone who is not a Solicitor to charge for a conveyancing
service. The law is to provide everyday people with protection from
"entrepreneurs" who may know how to prepare the documents but
do not understand the legal process or what to do if problems arise.
"Backyard" conveyancers cannot hold professional indemnity
insurance, so a Buyer who uses a cheap but unqualified conveyancer can
lose everything if there is a mistake.
Even if you
are capable of doing a conveyance yourself, it is very time consuming
to do it on a "one-off' basis, and of course it is much harder to
be objective about your own matter.
At Bruce Graham Lawyers we are
confident that we can make the transaction run as smoothly as possible.
We save you the bother and stress by ensuring all your obligations (and
the other party's obligations) under the Contract are carried out on
time.
WHAT CAN BRUCE GRAHAM LAWYERS DO TO
HELP?
For Buyers
For Sellers
WHAT KIND OF
PROBLEMS CAN ARISE?
It is impossible to tell what might go wrong in the period after you
sign the Contract. Some problems are minor but frustrating, like
response delays from the banks, the other party or the Council. You can
never feel totally at ease until settlement is over but most problems
have been identified by the time we have received the search results.
Here are some fairly common problems:
1. Delays in
obtaining a particular search in time for settlement.
2. A search result
is unsatisfactory. What does it really mean? What does the Contract say
you can do, if anything? Can this be fixed? Can I get compensation? How
much is all of this going to cost?
3. Special
Conditions of the Contract have not been complied with.
4. The other party
has not done everything they are obliged to do under the contract. What
can you do about it? Should you settle the matter without getting the
problem fixed? How much is all of this going to cost?
5. The Sellers did
not sign the transfer documents properly.
6. The bank, the
other party, the Council or some State Authority makes a mistake.
7. The address or
the real property description of the property is wrong.
8. The person who
signs the Contract does not own the land.
9. The person who
signs the Contract, although the registered owner, is not entitled to
sign the Contract because he or she is bankrupt or their mortgagee is
in possession of the property.
10. One of the
parties needs an extension of time for something. Unless this is done
properly, the contract can lose "time of the essence" so that
it becomes a complicated procedure to force the other side to settle.
Appointing Us
as Your Solicitors
As you can see, we take the protection of your interests very seriously.
To appoint us as your solicitor, simply tell the real estate agent, who
will then fill in our details in the Contract. Once the Contract is
properly signed, the real estate agent will post it to us. We will then
contact you as outlined above. We look forward to being of service and
helping you to "get it right the first time."
Why not contact us for an appointment.
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For the Buyer
The Contract
Please bring us the contract before you sign it. We do not charge
anything extra for perusing the contract before you sign it. This is
because it is much easier to avoid a problem than to fix a problem
after the contract is signed. We may consider that you need special
rights in your contract and will recommend appropriate clauses.
Sometimes
clients request us to negotiate the terms of a contract rather than to
simply peruse and advise. Of course in those circumstances we charge
extra.
If you have
not seen us before signing the contract we will explain to you the
relevant law and the standard conditions of sale.
The Conveyance
In our first letter to you we confirm in writing our costs and the
amount of stamp duty so that you can budget for these expenses prior to
settlement. We then keep you advised of progress throughout the
conveyance.
We conduct
searches of government departments and organisations to find out as
much about the property as we can. Searches are essential to any
conveyance because the results will reveal any problems about the
property of which you may not be aware.
We then
prepare the necessary documentation ensuring that the property will be
correctly registered in your name after settlement. As you can imagine,
there is no room for mistakes when this is done. We will arrange to
have the Sellers sign all of the documentation and ensure that it is
done properly.
We remain in
contact with the Sellers to ensure they comply with their obligations
under the Contract and tell you immediately if a problem is discovered.
It is also our duty to tell you what a problem could mean, what options
you have and provide advice as to what we think is best in the
circumstances.
We will liaise
with the banks involved and the Sellers Solicitors. It is always
necessary to arrange a time and a place for settlement to occur and to
make adjustments on the exact purchase price. In our search results, it
is almost always discovered that an adjustment of rates, water and/or
land tax is required.
At settlement
we ensure the Seller is providing the correct title documents and that
your bank is providing the right cheques. If you do not have a bank we
also attend to the property being registered in your name at the
Department of Natural Resources after settlement. Registration fees are
additional to the search fees and, because they vary, we will contact
you directly regarding same.
Mortgages
Not everybody will need a Solicitor to help them with their Mortgage.
However, if you are not absolutely certain that you understand what you
are signing you should definitely seek our assistance. Reading a
mortgage and advising on it can take more than an hour so there is an
extra charge for doing so.
Your
obligations under a Mortgage are very different from your obligations
under the contract. Typically, there is a pile of documentation an inch
high to be signed. We consider that to properly advise you about the
obligations you are taking on, it necessarily means your making a
special attendance at our office to have the documentation explained
and properly signed.
Banks
sometimes require you to see a Solicitor regarding a guarantee. Again,
this work is not covered in the standard conveyance charge.
Banks
sometimes insist that Buyers obtain particular searches, sometimes over
and above what we may think is necessary in your situation. We can
arrange to have these done.
Why not contact us for an appointment.
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For Sellers
The Contract
Please bring us the contract before you sign it. We do not charge
anything extra for perusing the contract before you sign it. This is
because it is much easier to avoid a problem than to fix a problem
after the contract is signed. We may consider that you need special
rights in your contract and will recommend appropriate clauses.
Sometimes
clients request us to negotiate the terms of a contract rather than to
simply peruse and advise. Of course in those circumstances we charge
extra.
If you have
not seen us before signing the contract we will explain to you the
relevant law and the standard conditions of sale.
The Conveyance
In our first
letter to you we confirm in writing our costs so that you can budget
for these expenses prior to settlement. We then keep you advised of
progress throughout the conveyance.
Even though it
is a sale, we still conduct a title search. You would be surprised at
how many times we discover that the name used by the vendor is slightly
different (either by mistake or by design) than the vendor's name on
the contract.
Similarly, it
is not uncommon to find a mortgage that the vendor paid out years ago
but the release was never registered. Before amendments to the
legislation, it was also common for finance companies to register a
consent caveat when someone purchased a motor vehicle. The vendor often
did not realise that such a document had even been signed, let alone
had been registered over their property.
When we
receive the transfer documents, we check the description to make sure
that the correct property is being transferred and the names are
correct so that there will be no delay at settlement. We also explain
to you your obligations regarding the safety switch legislation.
We remain in
contact with the Buyers to ensure they comply with their obligations
under the Contract and tell you immediately if a problem is discovered.
It is also our duty to tell you what a problem could mean, what options
you have and provide advice as to what we think is best in the
circumstances.
We will liaise
with the banks involved and the Buyers Solicitors. It is always
necessary to arrange a time and a place for settlement to occur and to
make adjustments on the exact purchase price. In our search results, it
is almost always discovered that an adjustment of rates, water and/or
land tax is required.
At settlement
we ensure the correct title documents are available.
Why not contact us for an appointment.
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COURT WORK & DEBT RECOVERY
Litigation is
a complex area of Law.
There are many
rules relating to which Court is appropriate, and the failure to
observe time limits can be fatal to the action.
We try to
limit the Court Work to commercial matters as set out above. Accordingly
we do not do Family Law, Tax Law, Personal Injuries and the like.
See us for
help in relation to Claims Arising from: -
- Commercial Matters
- Debt Recovery
- Franchising
- Conveyancing
- General litigation
Why not contact us for an appointment.
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BANKING &
FINANCE
For Borrowers
Bruce Graham Lawyers can provide you with independent legal advice on
all of your financial matters including mortgages and bills of sale to
give you peace of mind that the transaction is fair and beneficial to
you. Never sign financial agreements without receiving independent
legal advice – see Bruce Graham
Lawyers first.
For
Lenders
Bruce Graham Lawyers can prepare loan and security documents to
ensure that the transaction is legally enforceable and to secure the
repayment of the loan by way of mortgage, bill of sale and/or company
charge etc.
Are you
thinking of lending money to a family member? It is not only prudent to
protect your loan with a mortgage, but your family member (especially a
son or daughter) may benefit from it as well. The mortgage or
additional mortgage may discourage a creditor from selling their home,
or in the unfortunate event of a marriage breakup, it will help to
ensure that your input stays in your family.
Having difficulties getting your
borrowers to pay back? Bruce
Graham Lawyers can help to get troublesome loans back on track by
initiating our debt recovery procedures and issuing legal notices as
required. If debt collecting does not resolve the issue, Bruce Graham Lawyers can institute
legal proceedings to recoup your funds in the quickest way possible.
Why not contact us for an appointment.
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WILLS &
ESTATES
Wills:-
Most people know that a Will is a legal document which is prepared to
reflect a person's wishes in regards to what happens with their assets
when that person dies. For some people it is one of the most important
documents that they will ever make, particularly if they have young
children.
Not only does
a Will put on record what you want to happen, it avoids the need for a
State Government to become involved with your estate when you die.
Our service
includes providing you with full advice about your rights and the
obligations of the people mentioned in your Will, such as the Executor,
Trustee Testamentary Guardian as well as potential beneficiaries.
Please note
that there are many other matters you should consider. It is likely
that you will require much more specific advice and assistance. You are
welcome to contact our office if you have any queries in relation to
the matters raised and we would be only too happy to take your
instructions and offer friendly and efficient advice.
Estate
Administration:-
Estate Administration is the broad term given to work which is
performed in finalising a person's affairs after they have died.
Hopefully a
deceased will have left a Will which indicates what direction must be
taken in order to administer their affairs after their demise. If the
deceased has not left a will, the matter becomes much more complex.
Sometimes with
a large Estate a special type of Court order called Probate may be
required. Probate is the sanction of the Supreme Court of the relevant
Jurisdiction (and therefore a legal document), which gives the
Executor/Executrix mentioned in the Probate document, the authority to
act on behalf of the estate of the deceased. Accordingly with Probate,
financial institutions that retain investments can be requested to
release the assets in accordance with the direction of the Executor/Executrix.
A brief list
of tasks required to administer an Estate includes:
- Funeral.
- Property secured.
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