Contract disputes

Contracts underpin most commercial relationships.

Disputes may arise concerning:

• the meaning or interpretation of a contract;
• whether a contract was properly formed;
• whether a party has breached the agreement;
• termination rights;
• repudiation;
• contractual conditions;
• warranties and representations;
• payment obligations;
• delay or non-performance;
• contractual exclusions and limitations of liability; and
• the appropriate remedy following a breach.

A commercial dispute often turns on the precise wording of the agreement and the surrounding factual circumstances.

We can advise on the contractual position, the available remedies and the most appropriate way to pursue or defend the dispute.

Shareholder and partnership disputes

Disputes between business owners can be particularly disruptive.

Issues may include:

• ownership and control of a business;
• shareholder agreements;
• partnership agreements;
• distributions and remuneration;
• access to company information;
• management decisions;
• alleged breaches of directors’ duties;
• misuse of company assets;
• competing business activities;
• exclusion of an owner from management;
• deadlocks;
• proposed sale or restructuring of a business; and
• disputes concerning the value of a shareholder’s or partner’s interest.

These disputes often require consideration of both the legal rights of the parties and the underlying commercial relationship.

Our objective is to identify practical options for resolving the dispute while protecting the client’s legal and commercial position.

Director and corporate disputes

Directors and officers can face disputes concerning their conduct of a company’s affairs.

Depending upon the circumstances, issues may include alleged breaches of directors’ duties, conflicts of interest, misuse of corporate opportunities, transactions involving related parties or disputes concerning the management of company assets.

Lee Lawyers can advise companies, directors and shareholders concerning their respective legal rights and obligations and assist with resolving disputes when they arise.

Business sale and acquisition disputes

Disputes can arise before, during or after the sale of a business.

Examples include disputes concerning:

• the interpretation of a sale agreement;
• warranties and representations;
• disclosure obligations;
• adjustment of the purchase price;
• earn-outs;
• restraint provisions;
• assets or liabilities said to have been included or excluded from the transaction;
• alleged misleading or deceptive conduct; and
• post-completion obligations.

Early advice can be particularly valuable because the commercial consequences of a dispute may extend well beyond the immediate amount in controversy.

Property and leasing disputes

Commercial businesses frequently depend upon premises, property and leasing arrangements.

Lee Lawyers can assist with disputes concerning:

• commercial leases;
• rent and outgoings;
• make-good obligations;
• repairs and maintenance;
• termination;
• options to renew;
• access and possession;
• redevelopment;
• property damage;
• development arrangements; and
• disputes between landlords and tenants.

Where appropriate, we can also assist with negotiation and mediation to minimise disruption to the underlying business.

Building and construction disputes

Building and construction disputes can involve significant amounts of money and complex contractual and factual issues.

Disputes may concern:

• defective or incomplete work;
• variations;
• delays;
• extensions of time;
• payment claims;
• contractual termination;
• defects and rectification;
• professional negligence;
• construction contracts; and
• allocation of responsibility between owners, builders, contractors and consultants.

The contractual framework and the applicable legislation will depend upon the particular project and parties involved.

Professional negligence and business losses

Businesses may suffer significant loss as a result of professional advice or services.

Commercial disputes can involve accountants, financial advisers, brokers, consultants, engineers, architects, lawyers and other professional service providers.

Depending upon the circumstances, a claim may involve contractual obligations, negligence, misleading or deceptive conduct, breach of fiduciary duty or other causes of action.

We can advise on the applicable legal principles and the evidence required to establish the claim or defence.

Insurance and commercial disputes

Insurance disputes frequently arise in connection with commercial losses.

A business may need to determine whether its insurance policy responds to an event, whether the insurer has correctly interpreted the policy, or whether the amount offered by an insurer properly reflects the insured loss.

Lee Lawyers has particular experience in insurance disputes and brings an unusual combination of legal and insurance-industry experience to these matters.

Principal Ross Lee worked in the insurance industry before becoming a solicitor, including as a claims officer, loss adjuster and underwriter.

That background provides a practical understanding of how insurers assess claims, investigate losses and approach coverage disputes.

Urgent commercial disputes

Some commercial disputes require immediate action.

Examples may include circumstances where:

• a business is at risk of losing control of important assets;
• confidential information may be disclosed;
• a contractual relationship is about to be terminated;
• a party is threatening to dispose of or transfer assets;
• a director or shareholder dispute is escalating;
• a business is being operated in alleged breach of an agreement;
• urgent injunctive relief may be required; or
• evidence needs to be preserved.

In appropriate circumstances, urgent court orders may be available.

The need for urgent action should be assessed as soon as possible because delay can materially affect the available remedies.

Negotiation and mediation

Commercial litigation is not always the best way to resolve a business dispute.

Court proceedings can be expensive, time-consuming and disruptive. They can also damage commercial relationships that may remain valuable to the parties.

For these reasons, we consider negotiation and mediation at an early stage where appropriate.

A negotiated resolution may allow the parties to:

• control the outcome;
• avoid some of the costs of litigation;
• preserve commercial relationships;
• maintain confidentiality;
• resolve issues that a court may not be able to address as conveniently; and
• return their attention to their underlying business.

Where a commercial resolution cannot be achieved, Lee Lawyers has the experience to conduct the dispute through the courts.

Litigation when necessary

Some disputes cannot be resolved through negotiation.

A party may need to commence proceedings to enforce its rights, defend a claim or obtain an appropriate remedy.

Lee Lawyers can advise and represent clients in Queensland civil litigation, including matters involving substantial factual, contractual and evidentiary issues.

We focus on identifying the issues that genuinely matter and conducting litigation proportionately to the commercial significance of the dispute.