Contractual disputes for businesses

Agency disputes can disrupt the core functioning of businesses, often arising from disagreements over their scope or from commission structures, breaches of fiduciary duty or the termination of agency agreements. Our specialist agency dispute team is equipped to handle a wide range of agency-related conflicts. Our clients include both agents and principals who are individuals, partnerships or companies in many different industries.

Our extensive experience includes resolving disputes relating to:

• Performance or breach of contract
• Variation of agency terms
• Duties of agents and principals
• Unpaid commission and clawback provisions
• Termination for breach, grounds for termination and consequences
• Application of the Commercial Agents Regulations
• Claims for indemnity and compensation under the Commercial Agents Regulations
• Exclusivity clauses
• Non-disclosure of information (such as sales figures)

Misrepresentation, whether through oral or written statements, poses significant legal challenges for parties involved in contracts. It occurs when one party’s false representation induces the other party to enter into an agreement, resulting in losses. Remedies for misrepresentation include damages and rescission (the undoing of the contract), with the available options determined by the nature of the misrepresentation – whether fraudulent, negligent, or innocent.

Successfully proving misrepresentation involves navigating complex legal terrain. Key issues for a party bringing a claim include demonstrating reliance on the false statement and proving resulting losses. Defendants frequently deploy various defences including disputing context, intention, relevance and whether the terms of the contract or the passage of time preclude bringing the claim.

Given these complexities, each case demands meticulous consideration of legal principles and evidence. Our team of Commercial Litigators excel in handling misrepresentation claims having extensive experience in bringing and defending allegations of misrepresentation. With a focus on businesses, we provide comprehensive support to navigate misrepresentation challenges effectively.

Discovering that terminating a contract isn’t always straightforward, even in the face of a breach, can be a surprise for some clients. Many assume that a breach means an immediate right to exit, however contractual terms often provide otherwise setting out specifically what must be done in the event of a default and whether termination is an option. Where termination is not covered by the contract, it will be necessary to consider if there has been a repudiatory or fundamental breach giving rise to a right to terminate. That will depend on whether the breach goes to the essence of the contract. Rescission cancels the contract from the beginning, so that it is treated as never having existed and this extinguishes the rights and duties of the parties (including obligations to pay damages). Further, each party must (so far as possible) restore to the other any benefits received under the .

When faced with the challenges of contract performance, it is vital to explore all options thoroughly. We excel in pinpointing grounds for termination and rescission, as well as skilfully navigating complex claims for damages across diverse contexts. We uncover specific procedures and remedies, ensuring every possibility, from termination to pursuing damages, is meticulously examined.  Whether your business is initiating or responding to a contractual claim, we provide pragmatic advice tailored to your needs.

Indemnities and warranties are frequently part of commercial contracts. They allocate responsibility and risk between parties. Warranties are statements of fact that provide assurances regarding a particular aspect of the contract. For example, they might relate to condition and quality, performance or, in a business acquisition, accuracy of information such as financial statements. Where those assurances are not fulfilled a breach of warranty claim arises. Indemnities are promises to compensate for loss, damage, or liability in the event that a loss arises from a specified risk or event. Indemnities give financial protection by assigning responsibility and risk to a party.

Our skilled commercial litigation team specialises in resolving such disputes swiftly, understanding their potential impact on our client. We seek to preserve any vital relationships and minimise the expenses and stress associated with litigation through adept negotiation and alternative dispute resolution strategies. Should litigation be unavoidable, with extensive knowledge and broad industry experience our solicitors guide our clients through the complexities with expertise.

Sometimes a thriving business will suddenly find itself unable to fulfil a contract due to an unexpected event. In this scenario a force majeure clause may assist. Force majeure clauses are usually included in commercial agreements. They give the parties, in specific circumstances, the right to suspend, delay performance or cancel the contract as a result of an event beyond their reasonable control. A force majeure clause will only cover specific circumstances; for example, a typical clause will include a suspension or cancellation for outbreak of civil war, terrorism, riots, extreme adverse weather and strikes. Whether a particular event, like a global pandemic or governmental lockdown, falls under the scope of a force majeure clause depends largely on the language used in the contract.

Another mechanism to mitigate the financial impacts from unforeseen events is business interruption insurance. Insurance policies can offer an avenue for compensation for relief in times of crisis. Unsurprisingly, a huge volume of business interruption claims have been made due to the COVID-19 pandemic. This continues to be a contentious issue. Many businesses affected by government-mandated lockdowns have sought coverage under their business interruption insurance policies. However, insurers have frequently denied claims citing specific policy exclusions, a lack of coverage triggers and the interpretation of the policy wording.

We have extensive experience helping individuals, partnerships, and companies across various industries protect their legal rights in the aftermath of diverse business interruptions. Whether you’re dealing with contract disputes, interpreting legal terms, or navigating insurance claims during unexpected events, our specialist Business Interruption team will ensure that your interests are protected and achieve the best possible outcome.

We have extensive expertise in assisting clients with claims related to product defects and supplier non-performance. These types of dispute present significant challenges for businesses. They can profoundly impact a business’s reputation and overall success, underscoring the critical need for specialised and timely legal guidance. We advise businesses throughout the supply chain including manufacturers, distributors, retailers and importers.

We are experts in navigating the complex regulatory landscape to ensure compliance and in advising on brand protection, corrective action, design faults, recalls, packaging, advertising and claims for loss in product liability claims. When it comes to product liability, we assist our clients in recovering damages from responsible third parties. We frequently deal with a with variety of claims involving suppliers regularly handling disputes in supply chains involving delays, delivery failure, quality discrepancies, contract breaches, and payment disputes.