Commercial Contract Lawyers in Melbourne

A contract is easiest to fix before anyone signs it. After that, every change needs the other side’s agreement. A commercial contract lawyer reads the clauses most people skim and tells you plainly which ones matter.

If you need a commercial contract lawyer in Melbourne, our business lawyers draft and review contracts for Victorian businesses, from owner-run firms to growing companies with customers interstate. That means terms and conditions of trade, supply and distribution agreements, service and agency agreements, and confidentiality agreements. Send us the draft, or tell us what you need, and we’ll tell you what it says and what we’d change. Our principal, David Henderson, has over 30 years of experience.

Your terms and conditions of trade

For most businesses, the terms on the back of the quote are the contract for nearly every sale. They only help if the customer sees and accepts them before you take the order. Printing them on the invoice after delivery is usually too late. We draft them around how you actually sell: payment terms, credit limits, what you charge on late payments, your right to stop supply, and the limits on your liability.

Selling on credit? Think about the PPSR

A retention of title clause says you keep ownership of the goods until you’re paid. On its own, it may not protect you if the customer goes into administration or liquidation. The government’s PPSR guidance warns that if you haven’t registered, your goods may be sold to pay other secured creditors and you may be left as an unsecured creditor. Registration has timing rules, and in some cases it needs to be in place before the goods are delivered, so we deal with it when we set up your terms. If a customer already owes you money, our debt collection and insolvency lawyers can help.

Before you sign theirs: the clauses we read twice

It might be a supplier’s standard terms, a customer’s purchase conditions or a draft from the other side’s lawyer. Either way, we read it with your business in mind, and these are the clauses that most often cause trouble later:

• what each side has to deliver, by when, and what’s left out
• when invoices fall due, interest on late payment, and any right to set off or hold back money
• liability caps and indemnities, including whether a cap works both ways and what you’re promising to cover
• when either side can end the contract, on how much notice, and what happens to work in progress
• who owns what gets created under the contract, and who can use what you bring to it
• the steps before court, and which state’s law applies
• automatic renewal, the notice you need to give to stop it, and whether prices can rise when it rolls over

We explain each one in plain English and suggest changes you can put to the other side.

Unfair contract terms cut both ways

Australian law protects consumers and small businesses from unfair terms in standard form contracts, meaning contracts prepared by one side and offered on a take-it-or-leave-it basis. The protections are in the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) and, for financial products and services, the Australian Securities and Investments Commission Act 2001 (Cth).

Since 9 November 2023, a contract can be covered if a business party has fewer than 100 employees or annual turnover under $10 million, whatever the contract is worth. And a court striking out the term is no longer the only consequence. A business that proposes, uses or relies on an unfair term in a covered contract can now face a penalty. For conduct on or after 28 March 2026, the ACCC says the maximum for a company for most consumer law breaches is the greatest of $100 million, three times the benefit obtained or 30% of adjusted turnover. A court sets the actual penalty.

If a court finds a term unfair, the term is void and the rest of the contract carries on if it can work without it. The 2023 rules apply to standard form contracts made or renewed on or after 9 November 2023, so renewing an older contract can bring it under them.

That’s why we look at both sides. We check your own standard terms against the rules, and we can tell you which terms in a supplier’s contract may be open to challenge.

What’s on the way

None of these is in force yet.

• On 29 June 2026 the federal government announced it will give regulators more power to issue infringement notices for breaches of the unfair contract terms laws. No start date has been set.
• On 2 July 2026 Parliament passed laws banning unfair trading practices, including subscription traps such as hard-to-cancel subscriptions. They start on 1 July 2027.
• The government has also consulted on extending the unfair trading practices protections to small businesses and franchisees, with submissions closing on 10 July 2026. That is a proposal only.

Partnership and joint venture agreements

A general partnership in Victoria is governed by the Partnership Act 1958 (Vic), and partners are generally personally liable for the partnership’s debts. A written partnership agreement sets out each partner’s role, authority and share of the profits, and what happens when someone leaves.

A joint venture agreement does a similar job for businesses working together on a project: who puts in what, who decides, how costs and profit are shared, who owns the intellectual property and how the venture ends. If you’re forming a company with other owners, you’ll usually want a shareholders agreement instead.

When to call a commercial contract lawyer

• A customer or supplier has sent you a contract to sign.
• Your terms were copied from another business, are years old or don’t deal with the PPSR.
• You’re about to appoint a distributor, agent or contractor.
• You need to share confidential information with someone outside the business.
• A contract is about to roll over automatically.

If a contract has already gone wrong, our litigation lawyers can help. Employment contracts, building contracts, franchise agreements and commercial leases have their own rules, so see our pages on employment law, building and construction, franchising and commercial leasing.

This page is general information, not legal advice. Every contract is different, so send us yours.

Contract questions

How it works

1. Call (03) 9629 2211 or fill in our online enquiry form. Tell us what the contract is for, who it’s with and whether anyone has signed it yet.
2. We clarify your instructions and read the draft or your current terms.
3. We send a costs agreement and disclosure statement setting out the scope and our fees. Where possible, that’s a fixed fee.
4. Once you accept, we get to work and keep you updated.