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"I have worked with Blue Ocean for a while now and are very happy with them. Their charges are reasonable, their attitude is fair and their communication is always first class. I work with James frequently here and have been very happy with his work. Recommended."
"James is an experienced lawyer who I had the pleasure of working with previously. I highly recommend James."
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"James was highly attentive and ensured we had timely responses on all matters which translated directly into a relatively swift transaction. He was always available for a phone call to discuss matters and interacted professionally with the other party at all times." [Purchase of circa $15 million - Supa Centre - NSW]
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This agreement is designed to be used for the following corporate transactions:
⚖️ Sale of an Entire Business (without it's legal entity); or where
⚖️ Only part of the Business is being sold.
Alternative agreements:
If the business is being sold together with its legal entity (or part of the business is being sold via shares, units or other securities) please use our Smarter Share Sale Agreement.
If only select physical tangible assets are being sold, please use our Asset Sale Agreement for Tangible Assets.
If only select intellectual property assets are being sold, please use our Deed of Assignment of Intellectual Property.
For Business Sale and Purchase transactions there can be significant inadequacies in the “Standard Form” static templates so commonly used.
Our new automated Smarter Business Sale Agreement is designed to plug these gaps.
This is a fully-featured solution that includes all of the following and more:
1️⃣ Seller-friendly, buyer-friendly or neutral;
➲ Provides the ability to weight the document in your favour, if desired, without making the drafting uncommercially one-sided;
2️⃣ Assets included/excluded;
3️⃣ Conditions Precedent;
4️⃣ Conduct between Signing and Completion;
5️⃣ Completion Actions + Account Adjustments;
6️⃣ Warranties;
7️⃣ Custom Indemnities - for example:
⚖️ When there is a breach of warranty by the Buyer or the Seller; or
⚖️ Option for Seller to disclaim all other warranties when giving basic title/capacity warranties;
8️⃣ Restraints and Confidentiality;
9️⃣ Optional whether the Seller needs to invest the deposit;
🔟 Ability to automatically disclose information available in public registers against the warrantee.
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A force majeure clause is a method of allocating the risk of a disruptive event. It is a broad catch-all provision whereby the parties list categories or specific instances of otherwise frustrating events, together with the party or parties to bear the risk of the event occurring.
The clause can also grant options to vary, suspend or terminate the contract to one or more of the parties. [1]
Force majeure clauses form part of a contract’s express terms, subject to the conventional methods of construction.
Absent a force majeure clause, it is unlikely a contract’s commercial purpose would suggest that such a provision is so apparent that it goes without saying [2], meaning a court is likely to refuse to imply it.
Further Reading:
For a more detailed discussion please refer to our blog article “Force Majeure Clauses & Frustration: Why the COVID-19 Pandemic is a Wake-Up Call" by Shakvaan Wijetunga | Virtual Intern at Blue Ocean Law Group℠.
Footnotes:
[1] Eg., Yara Nipro P/L v Interfert Australia P/L [2010] QCA 128, [26].
[2] BP Refinery (Westernport) Pty Ltd v Hastings Shire Council (1977) 180 CLR 266, 283.
Important Notice:
This FAQ is intended for general interest + information only.
It is not legal advice, nor should it be relied upon or used as such.
We recommend you always consult a lawyer for legal advice specifically tailored to your needs & circumstances.
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