Articles

When post-employment restraints are too broad

The Victorian Court of Appeal recently revisited the enforceability of restraint clauses in employment contracts. Just Group Limited (ACN 096 911 410) v Nicole Peck [2016] VSCA 334 considered an appeal from a Supreme Court decision (Just Group Limited v Peck [2016]...

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To be Grill’d or not Grill’d?

The case of Bainbridge Grill'd Pty Ltd & Ors v Simon Crowe & Ors before the Federal Court illustrates the potential pitfalls of not having a shareholder agreement. Grill’d opened its first restaurant in 2004, the brainchild of friends Simon Crowe, Simon...

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Did Manly Sea Eagles Drop the Ball?

A recent case involving Jordan Latham, an aspiring rugby league player and his employer, the Manly Warringah Sea Eagles, demonstrated that courts may look at the intentions in correspondence between the parties to determine if an agreement has been formed. Facts Mr...

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Directors, do you have a D&O policy?

Long gone are the days when accepting a directorship meant occasionally turning up to a company’s annual general meeting, accepting a director’s fee and having a basic knowledge of the activities of the company. In recent years, and with increasing regularity and at...

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A restraint of trade must be fair

Globalisation and technology have contributed to increased market competition and businesses are more determined than ever to protect their goodwill, trade secrets and customer connections. Including restraint of trade clauses in employment contracts is one way to...

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Does your business have a Will?

Most people recognise the importance of having a Will to determine how their estate is distributed when they die. If you are self-employed, a partner or co-director, having a ‘Will’ or succession plan for your business is equally important. The death or incapacity of...

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How does Brexit impact your commercial contract?

‘Brexit’, as it is generally referred to, came as a great shock to many people and resulted in a climate of worldwide commercial uncertainty. In this, the age of the internet, geographic distance from the UK does not automatically mean that an Australian company will...

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PPSR Registrations – Help, I have made a mistake!

The importance of registration on the Personal Properties Security Register (PPSR) is well known. But registration in and of itself is not sufficient to create an enforceable security interest. The recent Supreme Court case of In the matter of Accolade Wines Australia...

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Unfair Contracts Terms Regime – Are you ready?

From 12 November 2016 the current Unfair Contract Terms Regime (UCT Regime) will be extended to cover standard form contracts entered into with ‘small businesses’. Not only new contracts entered into from this date will be affected, but also any contracts that are...

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Testamentary Trusts – asset protection and wealth transfer

For an increasing number of high net worth individuals with complex professional and personal affairs, the question of how best to approach long term estate planning and in particular, what is likely to be the best way to both transfer and preserve wealth for the...

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The Use of Electronic Signatures on Legal Documents

Regulation of electronic communications in Australia The Electronic Transactions Act 1999 (Cth) (the Act) sets out the regulatory framework fin relation to electronic and digital signatures in Australia. One of main features of the framework in the Act is that it...

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Franchise Law Update

Arising out of a recent joint investigation by Four Corners and Fairfax Media into alleged underpayment of wages as well as alleged inaccurate payroll records by certain franchisees of the 7-Eleven franchise, an Inquiry was conducted by the Fair Work Ombudsman....

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Enforceability of Foreign Parent Guarantees

Guarantees provided by parent companies are a common type of support in a wide range of commercial transactions. Besides the usual commercial considerations that need to be taken into account in deciding whether or not a guarantee is an acceptable mitigation of...

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Is your business name registered?

Recently, we represented the buyer in a transaction in which it was purchasing (amongst other things) an operating business, the assets of which included several business names.  Although the buyer did not want to use the existing names of the business, the process of...

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Why do Lawyers fail their clients?

One answer was suggested by Charles T. Munger in his address to the Harvard Law School class of 1948, as follows: To a lawyer, everything looks like a problem to be approached in a legal way and with legal tools. Munger calls this, “Man-with-a-hammer-tendency”, from...

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Psychological Tendencies in Commercial Negotiations

Psychological Tendencies in Commercial Negotiations We are hardwired for fast reactions based on intuition and emotion, rather than thought and reason. In ancestral times, this was crucial. Spending time thinking when faced with a vicious predator, could be dangerous....

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Warranty & Indemnity Insurance for Mergers & Acquisition

Warranty & Indemnity Insurance for Mergers & Acquisition Warranty & Indemnity (W&I) insurance is an insurance product that has been developed specifically for the mergers and acquisitions (M&A) market. This type of product is sometimes referred to...

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