We help businesses in the UK and throughout the world achieve their commercial law objectives by advising them on their contracts.

We provide legal advice in respect of the transactions and commercial relationships which are central to businesses’ trading activities and strategic plans.

We provide commercial answers to legal issues – determining the issues which affect our clients’ commercial operations, identifying the different courses open to our clients, and providing our recommendations as to the best way forward given the circumstances, timescale and resources available to our clients.

Accordingly, we draft, review and negotiate commercial contracts of all kinds as well as standard terms and conditions, and we help our clients to exit agreements which they wish to leave.

Our clients include UK and international multi-nationals, household names, small and medium sized businesses, and entrepreneurs as well as trade associations.

Commercial expertise

  • Agency law
  • Betting and gaming law
  • Commercial contracts
  • Consumer law

Commercial experience

  • Advised an international knitwear brand on an extension of an existing distributorship agreement with a leading Chinese distributor.

  • The Software Incubator Ltd v Computer Associates UK Limited. Acted for the Claimant seeking statutory compensation and other payments pursuant to the Commercial Agent (Council Directive) Regulations 1993 (the “Regulations”) and damages for breach of contract.

  • Advised our client on the termination of a major sourcing and financing agreement involving suppliers in Turkey and Pakistan, and the entering into of a brand ambassador and influencer agreement with a famous fashion model.

  • Advised a global eyewear client on the reorganisation of certain channels to market and the putting in place of revised agreements with licensing partners, agents and distributors.

  • Advised a major European manufacturer of workwear on its supply chain.

  • Supporting national efforts during the Coronavirus crisis we advised our client on the drafting and negotiation of an agreement for the design, manufacture and supply of ventilators for the NHS.

  • Advised a supplier of PEP on its manufacturing and sourcing agreements.

  • Advised on the first content delivery agreement between a content marketing agency and a world leading professional membership and regulatory organisation that promotes, develops, and supports over 180,000 members worldwide.

Commercial FAQs

Yes – but we will need to check whether English law applies to the agency contract and whether there are any terms in the agency contract which prohibit the agent from acting for a competitor (whether expressly or impliedly). Even if there are no such terms, the agent may be in serious breach of its statutory duties and/or fiduciary duties to you by acting for a competitor, which might enable you to terminate the agency contract. However, we will need to assess the factual circumstances before you take any action.

As a starting point you should think about ensuring that the distributor network will not infringe competition law, which could expose you to hefty fines. It is therefore crucial to assess the proposed network under both UK and EU competition laws as well as the national competition laws of countries outside of the EU and the UK where distributors will be based. We recommend that local law advice is taken in the countries where the distributors will be based because many countries outside the UK provide legal protections to distributors, including a right to payment of compensation on termination.

The starting point is to ensure that your contract with this customer includes provisions which set out both the payment terms and the terms on which you will supply. This is to ensure that your customer cannot refuse to pay by disputing that you have not fulfilled your side of the bargain! Subject to this we can advise on various payment scenarios ranging from requiring payment in advance to using letters of credit to obtaining a bank guarantee, to just issuing an invoice following your supplying the customer. It depends on the level of risk with which you feel comfortable.

Yes. We can help by discussing with you several important issues which will need to be addressed in the contract, including ownership, licensing and restriction of use of your intellectual property rights, the process for the approval of products, your remedies if the products supplied are defective, and whether the agreement includes minimum purchase quantities. If the supplier is based abroad, then it will be necessary to consider international trade (including responsibility for export / import licences) and currency issues. What is important is that you have a contract which works for you!

The terms of the contract may enable you to down tools. Alternatively, you might have the right to terminate the contract for late payment. What is vital (and what was emphasised in a 2020 case before the High Court) is that when seeking to rely on any contractual rights you have, that you do so in strict accordance with the requirements of the contract. This includes ensuring that any required notices are sent to the client and that you allow the client any time set out in the contract to make payment.

"Attentive and reliable in all communication providing solutions to the issues or business developments I need them to address."

Legal 500 2024

"Fox Williams are really fun to work with, really clear, and provide commercial and practical advice."

Chambers UK 2024



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