Commercial & Corporate

Commercial contracts

A contract decides who carries the risk when something goes wrong. Sun Lawyers drafts, reviews and negotiates business contracts for companies and sole traders in NSW, and advises when a contract is not being honoured. We work in English, Mandarin and Cantonese.

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When you need this

You are about to sign a supply, service, distribution, manufacturing or agency agreement.
A customer or supplier has sent you their standard terms and you want to know what you are agreeing to.
You need your own terms of trade, a non-disclosure agreement or a contract template for your business.
The other side is not performing, or claims that you are in breach.
You want to end a contract and need to know whether you can.

What we do

Read the whole contract and explain, in plain terms, what each side must do and what happens if it is not done.
Draft contracts and terms of trade from scratch, or mark up the other side's document.
Negotiate the terms until both sides are ready to sign.
Check whether terms in a standard form contract can be challenged as unfair.
Advise on breach, termination and the options for recovering what you are owed.

Points worth knowing

Oral agreements count, but writing settles arguments. Most commercial contracts need no particular form, and an electronic signature satisfies a legal requirement for a signature if the method identifies the signer and shows their intention, is reliable in the circumstances, and the other party consents. A signed document is still the surest record of what was agreed.
Unfair terms in standard form contracts. Under the Australian Consumer Law, a term of a standard form contract is void if it is unfair, where one party to the contract employs fewer than 100 people or had turnover below $10 million in its last income year. A term is unfair if it causes a significant imbalance, is not reasonably necessary to protect the legitimate interests of the party it favours, and would cause detriment. Proposing or relying on an unfair term can attract a penalty. Terms that set the main subject matter or the upfront price are not affected.
Standard form. A contract is presumed to be standard form once a party alleges it, unless the other party proves otherwise. The court looks at bargaining power, whether the document was prepared before any discussion and whether there was a real chance to negotiate.
Misleading conduct. A person must not, in trade or commerce, engage in conduct that is misleading or deceptive or likely to mislead or deceive. Statements made to get a contract signed can matter as much as the contract itself.
Restraints. In NSW a restraint of trade clause is valid to the extent that it is not against public policy, so an over-wide clause is read down rather than struck out. Where the party who imposed it made no real attempt to keep it reasonable, the Supreme Court can declare it wholly invalid or cut it down further.
Business contracts are hard to unwind. The Contracts Review Act lets a court vary or refuse to enforce an unjust contract, but not a contract a person entered into in the course of a trade, business or profession, and not for a corporation.
Time limit. A claim for breach of contract must be started within 6 years.

How we work

01
A first conversation in English, Mandarin or Cantonese about the deal, the other party and the documents so far.
02
Before any work starts, we confirm the scope of work and our fees in writing.
03
We deliver the draft or the review with a short list of the points that matter, and negotiate on your instructions.

Common questions

The other side says their terms are standard and cannot be changed. Is that true?

Often it is a starting position rather than a rule. Where a term is one-sided and the contract is a standard form contract with a small business, the term may be unfair and void in any event, which is a strong reason for the other side to agree to a change.

Can I rely on what the salesperson told me?

Statements that led you to sign can be relied on under the misleading conduct provisions, whatever the contract says, but proving what was said is harder than pointing to a clause. Get important promises written into the contract.

We never signed anything. Do we have a contract?

Possibly. A contract can be formed by conduct, by email or orally. What was agreed is then a question of evidence, which is why we recommend a written document, however short.

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This page is general information about the law applying in New South Wales and is not legal advice. Please contact us about your own situation.

Last updated: October 2026