Corporate & Commercial

Commercial Contracts

Business-to-business agreements that work

Where your business intersects with another is the territory of commercial contract law, a Hesketh Henry specialty since our Auckland law firm was established in 1865.

Our experience with business and contract law is second to none, allowing us to focus on the ‘hot spots’ of supply-chain commercial agreements. By paying special attention to the overlap between risk and reward during contract negotiation, our team will draw up or adjust a contract to ensure a result that protects your business. Our mission is always to make the mechanics of contractual rights and obligations unambiguous and ensure appropriate legal protection. We can help you facilitate deals that maximise your interests while maintaining good relationships with all contracting parties.

Any supply arrangement between two businesses falls into the commercial contracts arena. Talk to us about domestic, trans-Tasman and international joint venture agreements, supply and distribution agreements, licensing and manufacturing agreements, and terms of trade. We can also assist with sponsorship agreements, franchising agreements, sales and marketing partnerships and non-disclosure agreements.

Need advice on Commercial Contracts?
Contact the expert team at Hesketh Henry.

Examples of work completed by our team include:

  • Advising a multi-national engineering support services company on the renewal, and variation of, its long term supply contract with the New Zealand Defence force;
  • Acting for a large multi-national on subcontracting various maintenance aspects of the Heavy Maintenance Services for the Wellington Rail Network, including drafting relevant RFP documentation and the subcontracting agreement;
  • Drafting, reviewing and updating and interpreting Terms and Conditions of Trade for a range of sectors;
  • Advising foreign manufacturers in relation to supply of machinery and equipment contracts;
  • Advising a consumer finance company on its contractual relationship with various IT related service providers including credit bureau service providers, telecommunication providers and contracts for its broader IT systems;
  • Advising a manufacturing company on a supply contract with a Chinese manufacturer;
  • Advising a large New Zealand bathware importer on its supply agreements with all of its key international suppliers;
  • Advising an internationally owned forestry products manufacturer in relation to its road haulage contracts and marshalling and stevedoring contracts;
  • Acting for a multi-national manufacturer of rolling stock in relation to the sub-contracting of maintenance services;
  • Advising a large manufacturing client on the purchase of equipment (for approximately 10 million Euros) from an Italian manufacturer;
  • Advising a large franchisor on all elements of its franchise arrangements;
  • Advising a multi-national components supplier on long term supply arrangements with some of its key automotive customers;
  • Drafting and implementing distribution agreements for a leading New Zealand skin care business in numerous international jurisdictions;
  • Advising a baby care business on its New Zealand agencies and distribution arrangements with leading global brands; and
  • Advising a software developer on the services agreement covering its construction of a robo advice platform for a leading financial service provider
Key Contacts

Insights & Opinion / Commercial Contracts

Formation of Contract: Black Sea Commodities Ltd v Lermarc Agromond Pte Ltd
The English High Court decision in Black Sea Commodities Ltd v Lermarc Agromond Pte Ltd [2021] EWHC 287 highlights the importance of parties to commodities contracts expressly including an arbitration clause in the contract. This is particularly when the contract is formed by email or instant messaging negotiations.
20.09.2021 Posted in Disputes & Trade and Transport
New Fair Trading Act provisions spark need to review small trade contracts
The Fair Trading Amendment Bill received Royal Assent on 16 August 2021 and is now the Fair Trading Amendment Act 2021 (Amendment Act).  The Amendment Act amends the Fair Trading Act 1986 (FTA), with...
14.09.2021 Posted in Business Advice
All about the evidence: Recent Supreme Court decision confirms extrinsic evidence rules and implication of contractual terms
The Supreme Court’s recent decision in Bathurst Resources Ltd v L & M Coal Holdings Ltd provides important guidance on the approach to the use and admissibility of extrinsic evidence for contractual interpretation and the test for implication of contractual terms.
02.09.2021 Posted in Business Advice & Regulatory
contracts flying
Is a Contract a Contract (if a Court says it’s not)?
Savvy Vineyards 4334 Ltd v Weta Estate Ltd [2020] NZSC 115
06.11.2020 Posted in Business Advice & Disputes
D&O Indemnity And Insurance Update: A ‘Hard Market’
05.11.2020 Posted in Business Advice & Insurance
Force majeur
COVID-19 and the Future of Force Majeure
Not since Y2K have force majeure clauses been of so much focus.
24.06.2020 Posted in Business Advice & Trade and Transport
Extension of unfair contract terms regime to small trade contracts
New Zealand’s Fair Trading Act (“FTA”) currently prohibits the inclusion or use of terms that have been declared to be an “unfair contract term” in standard form consumer contracts.  The Fa...
23.04.2020 Posted in Business Advice
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