Huntley Legal's Blog

I wrote recently about Reviewing legal agreements as a business owner or manager.

Here, we’re going to look at some more of the key issues that are likely to be mentioned in any legal agreements you need to review, and the best way to deal with them.

Disclaimers

As I’m a conscientious, worried, lawyer type, I feel compelled to add that, because of the importance of these issues, I would encourage you to check each from several perspectives when reading a draft agreement.

Note that I’m talking largely about B2B contracts. There are additional considerations when your business is consumer-facing. I’m not getting into those here.

Also, I’m not giving detailed guidance on the appropriate clauses for your business because it depends so much on context and your client base, but I suggest you start from a position of at least reasonable generosity. If you follow the instinct for meanness, in this area, it has historically been seen to backfire.

Like my last blog post, Beginner’s guide to legal agreements, this is not an exhaustive analysis of any particular legal agreement. Rather, it’s a fairly high-level canter through some of the issues and commercial underpinnings that are likely to be relevant to any supplier agreement you may have to review. You’ll discover, or get a gentle reminder of, the key things you should be looking out for, so you can identify any changes your business will need.

As an employee, you probably did your own thing while building your expertise. I am guessing you would have had any legal documents taken care of by other people in your employer’s team. One day, you change gear to set up your own business, or you get promoted to a senior position with management responsibilities.

You go from being a subject matter expert to also having broader responsibilities. These include looking after the "legals", or appointing someone who will. Your previous training and experience may not have included “legals” and yet, suddenly, you have to negotiate not only the business deals but the written agreements that record them and make decisions around all of that.

This article gives you the understanding you’ll need, without becoming a lawyer yourself. It doesn’t tell you what individual clauses should say, nor replace the need for legal advice. It is focused on helping you move into and confidently own your responsibility for the “legals” by understanding the underlying “why” for the clauses you find, or (also importantly) the clauses you should find in your agreements, and some of the different perspectives on what is fair in each case. It will give you great commercial benefits, allow you to work with your lawyer with more efficiently, and help you negotiate with your suppliers, commercial partners and clients with more confidence.

I hope no one reading this has deliberately designed your business or how it works for the purpose of discriminating against one individual or one group of people. And I hope you already know something about anti-discrimination law as it relates to staff you employ (you can be liable if they do their work for you / run your business in a discriminatory manner).

However, not setting out deliberately to create discrimination in and around your business may not always be enough. It is worth taking a look at your business from different angles (whether by thinking through the possibilities, using secret shopper testing, or talking to your customers) to make sure that your business both meets your proper expectations on inclusion, and is legally compliant.

The Equality Act 2010, Part 3, Provision of Services states that it’s unlawful to discriminate against people with most – but not all – of the characteristics usually protected by law, in the way your service is offered and/or provided.

This article reminds you of the scope of the legislation and your duties under it.

Almost every service provider is affected by the Provision of Services Regulations 2009, if your customers are UK nationals or UK-based businesses.

These regulations came in as part of the UK’s application of the EU Service Directive, and most have been retained following our transition arrangements.

If your business provides services, you are obliged to give these customers certain kinds of information.

This article explains what you need to do and why.

“What's in a name? That which we call a rose by any other name would smell just as sweet.” William Shakespeare, Romeo and Juliet

When it comes to your business name, there are a few things to think about if you want your legal position to remain sweet-smelling.

If you’re anything like me, you probably visit websites and receive emails from businesses who have a lovely logo and branding but who haven’t properly disclosed their credentials.

It seems to be something dull and pernickety that business-owners don’t think about enough. Is your business guilty of that? This article explains what you should be doing.

I recently wrote Starting up? How to set up your first legal agreements. That article covered the agreements you’ll need with your first employee, client and supplier.

This time, I explain the agreements you’ll need with your first lender or investor.

When you start or grow a new business, there are a massive number of firsts. Among them are the first time you’ll need a whole range of legal agreements, including your:

• First employee contract
• First client agreement
• First supplier agreement
• First investor agreement
• First lender agreement

In this article, we explore the first three of these. In the next one, we’ll look at the other two.

Preliminary agreements are intended to bring certainty to an early-stage deal. You know, the ones. They often have soft, almost cuddly, names such as: “Letter of Intent”, “Heads of Agreement”, “Heads of Terms”, or “Term Sheet”.

However, if not handled with care, they can give rise to uncertainty and issues that take you by surprise, such as:

• The other side enforcing some part of the agreement against you
  or
• You being unable to enforce some part of the agreement against them

This builds on my recent article: Preliminary agreements: Is it safe to use them?

If a preliminary agreement isn’t right for you or for the situation in question (now you know they may not be so soft after all), what can you do instead?

Here are your key options.

When buying or supplying goods or services, people sometimes use a preliminary agreement before finalising the main legal agreement for the commercial deal. They might also use one when buying or selling a business or company, before doing the main corporate deal.

This article looks at why people use them and explores whether or not it’s safe. My next article will offer some alternative approaches.