Commercial and contractual disputes

Most of these are decided by the contract, and most contracts say something at least one party did not expect.

Where they come from

Breach of contract — non-performance, defective performance, late performance, or a party walking away.

Supply and service agreements — disputes about scope, quality, change control and what was actually agreed when the work expanded.

Termination — whether a contract was validly terminated, on what basis, and what follows. Wrongful termination turns a party with a grievance into a party with a liability.

Agency and distribution, including compensation and indemnity claims on termination, which are frequently worth more than the parties expect.

Warranty and indemnity claims following a sale of a business, where the notice provisions in the sale agreement are usually decisive.

Misrepresentation, where what was said before the contract did not match what was delivered.

What decides them

The words, construed objectively. Not what was intended privately, not what the salesperson said, and not what is usual in the trade. Where the words are clear, the court applies them even where the outcome is commercially unattractive to one side.

Whether the terms were incorporated. Standard terms on the back of an invoice, in a portal, or referred to in an order confirmation may or may not form part of the contract. Where each side has its own standard terms, which set applies is frequently the whole case.

Exclusion and limitation clauses, which are construed strictly and are subject to statutory controls on reasonableness in some contexts. A cap that looked decisive at the outset often does not survive scrutiny.

Notice provisions. Contractual requirements about how and when a claim must be notified are applied precisely, and a claim notified late or in the wrong form can be lost entirely however good the underlying position.

What the parties did afterwards — variation by conduct, waiver, and acceptance of repudiation.

Before you decide to fight

Four questions, and they belong at the start rather than the end.

Is the money there? Judgment against a company with no assets is an expensive piece of paper. Look for personal guarantees, parent company obligations and insurers before spending anything.

What does it cost to get to trial, and what will you recover? Even a successful party rarely recovers all its costs.

What does it cost in your time? For an owner-managed business this is usually the larger cost — months of attention on disclosure and witness statements.

What would you accept today? If that is meaningfully less than the claim, the matter is a negotiation with a deadline and should be run as one from the first letter.

What we do

A written view on the merits early — what has to be proved, what evidence exists for each element, and where the weaknesses are. A costs estimate by stage so you can stop at a boundary. Settlement treated as the likely outcome, because it is. And a partner on the file, because these turn on judgment calls made quickly.

What it costs

£400 per hour plus VAT with an estimate by stage. Court fees, counsel and experts are additional and set out before they are incurred. Conditional fee arrangements are available for some claims depending on merits.

An initial merits assessment is a fixed fee and is where to start.

Questions

Questions people ask us

Whose standard terms apply?

Frequently the whole dispute. Where both parties sent their own, the answer depends on what was sent when, what was signed or acted on, and how the exchange is analysed. It is worth establishing before anything else.

They breached first. Can I stop performing?

Only if the breach is repudiatory, and getting that wrong is dangerous — treating a contract as at an end when you were not entitled to makes you the party in breach. Take advice before you stop.

The contract caps their liability. Is that the end?

Not necessarily. Exclusion and limitation clauses are construed strictly and are subject to statutory reasonableness controls in some contexts. Caps fail more often than parties expect.

How long do I have?

Generally six years for contract claims, but there are exceptions and some claims run from discovery rather than breach. Contractual notification periods are frequently much shorter and are applied strictly.

Is it worth suing?

Sometimes not, and we will say so. Enforcement prospects, recoverable costs and your own time all belong in the decision, and all are usually assessed too late.

The hub

Litigation & disputes →

Also in this area

Shareholder and partnership disputes →

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Professional negligence →

Start with a conversation

A free 20-minute call. Tell us what has happened and we will tell you whether we can help, what it would involve and roughly what it would cost.

No charge

A free 20-minute call

Tell us what has happened and we will tell you whether we can help, what it would involve and roughly what it would cost. No advice is given on this call and there is no charge for it.

£350 plus VAT

A paid strategy session

One hour with a partner, followed by a written summary of your position and options. For people who want proper advice without instructing a firm yet. Credited in full against your fees if you go on to instruct us.

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