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Business sales and Business purchases

WMD Law is proud of its reputation and abilities in the area of business sales and business purchases. The WMD Property Group is confident in identifying the critical areas for agreement between parties and preparing and negotiating the contract and other documents.

Whether advising on the sale or purchase of a business the WMD Property Group focuses on the commercial reality of the transaction and offers a complete service to our clients including the review of GST and other taxation implications of all transactions. By utilising the knowledge and expertise of the WMD Property Group and the Employment Law Division, our team of lawyers are able to ensure that all aspects of the sale or purchase are reviewed including site acquisition, leasing requirements and any employment issues arising from the sale or purchase, such as the continuation of employee entitlements and the review of employment contracts and conditions.

When dealing with the sale or purchase of any business, it is important to receive both commercial and practical legal advice. By drawing upon our experience and knowledge in this area, we are able to offer these services to you in an efficient and effective manner.

Employment and Commercial issues

The Contract for the sale of a business not only recognises the assets, stock, equipment or goodwill of a business it also identifies the employees of the business. There are a number of employment issues which may arise from the sale or purchase of a business, such as the payment or continuation of employee entitlements and the review of employment contracts and conditions.

By utilising the knowledge and expertise of the WMD Property Group and the Employment Law Division, our team of lawyers are able to ensure that all aspects of the sale or purchase are reviewed and that our client is receiving the most comprehensive legal advice available.

Assignment of leases and other rights or obligations

The sale or purchase of a business often involves more than just putting a price on the equipment and goodwill of the business. The WMD Property Group ensures that all aspects of the sale or purchase are reviewed including the lease arrangements for the premises that the business operates from, the transfer of the naming rights for the business or any intellectual property and also any trading restraints on the seller of the business.

An assignment of lease involves transferring the rights and obligations of the current tenant to a new tenant. In cases where the current tenant is selling the business that operates from the premises to the new tenant the lease often provides that the landlord of the premises must be satisfied as to the experience and credentials of the new tenant / business owner before agreeing to the assignment. The sale of the business will not be allowed to take place until the landlord has agreed to lease the premises to the purchaser of the business.

Finance arrangements including vendor finance

It is often the case that business purchases are funded from finance facilities which are not secured over the business itself or, in some cases, are provided by the vendor of the business. The WMD Property Group has vast experience in dealing with all aspects of the financing for a business purchase and the discharge of any of the vendor’s financing facilities to ensure a clear transfer of title of the business assets.

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Commercial and Retail Leasing

Drafting and Negotiation

The WMD Property Group has considerable experience in all areas of commercial and retail leasing. The lawyers of the WMD Property Group have a wealth of knowledge and experience and can advise you upon the lease of offices, factories, industrial sites or retail shops whether you are a landlord or a tenant.

The WMD Property Group has extensive experience in acting for the owners of commercial and retail premises. Our lawyers have advised the owners of retail shopping centres and one of Australia’s largest Universities in relation to the leasing of their premises and have drafted the master lease agreements for the premises.

The WMD Property Group also acts for tenants in the negotiation and implementation of retail and commercial leases. Our lawyers advise a wide range of commercial clients including a number of national companies on their leasing portfolios across New South Wales and Australia.

Depending on your requirements as a landlord or tenant the WMD Property Group can assist you by drafting or reviewing the lease, negotiating the terms of the lease and obtaining the signatures of all parties, including the mortgagee’s consent where necessary before attending to registration of the lease if required.

Assignment of Leases

An assignment of lease involves an agreement between the current tenant and a new tenant to transfer the rights and obligations of the current tenant under the lease to the new tenant. An assignment of lease often occurs in conjunction with the sale of a business, however, a situation may arise where the tenant cannot continue leasing the premises (for business or personal reasons) and a new tenant has been found that agrees to take over the lease on the same terms and conditions.

The lease will often prohibit a tenant from assigning their rights and obligations under the lease to another party without the landlord’s permission. The WMD Property Group can advise landlords and current or new tenants on their rights and obligations in relation to an assignment of lease.

Retail Leases

Since 1994, certain retail leases, including retail shopping centre leases, have been governed by the Retail Leases Act.

The Act applies to two basic categories of retail shop:

• those shops used wholly or predominately for use as a type of business listed in the Act; and
• those retail shops used to carry on a business in a ‘retail shopping centre’.

A retail shopping centre means a cluster of premises that has all of the following attributes:

• at least 5 of the premises are used wholly or predominantly for the carrying on of one or more listed businesses;
• the premises are all owned by the same person, or have (or would if leased have) the same landlord or the same head landlord, or comprise lots within a single strata plan;
• the premises are located in the one building or in 2 or more buildings that are either adjoining or separated only by common areas or other areas owned by the owner of the retail shops; and
• the cluster of premises is promoted as, or generally regarded as constituting, a shopping centre, shopping mall, shopping court or shopping arcade.

The WMD Property Group has significant experience advising both the landlords and tenants of retail shops. Our lawyers have drafted numerous master lease agreements for landlords of retail shopping centres as well as reviewed and advised on leases for all types of premises covered under the Act.

Lease Disputes

The WMD Property Group can advise landlords or tenants in relation to lease disputes and where necessary can follow up any ongoing disputes through litigation or alternate means of dispute resolution. Our lawyers have extensive experience in dealing with rent demands and rent review determinations as well as disputes involving the performance of repair and maintenance obligations under the lease and lease terminations and lockouts.

Litigation and Alternative Dispute Resolution

The WMD Property Group can advise landlords or tenants in relation to ongoing lease disputes requiring litigation or alternate means of dispute resolution. By utilising the knowledge and expertise of the WMD Property Group and the Commercial Litigation Division, our team of lawyers are able to provide a practical and commercial focus in resolving disputes and where appropriate, also advise on alternative methods of resolution including negotiation, mediation, conciliation, arbitration, appointment of referees and expert determination. Our team of lawyers has extensive experience in negotiating resolutions to complex commercial disputes and in conducting commercial litigation in the Local, District and Supreme Courts of New South Wales and the Federal Courts.

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Property Development

Acquisition of Development Sites

The WMD Property Group has a wealth of knowledge and experience in reviewing and negotiating development site contracts as well as advising on the finance which may required for the development including negotiating various types of finance such as vendor finance and finance for construction.

Options

The use of options structures can be very beneficial for property development clients and assist in avoiding unnecessarily cumbersome and lengthy development contracts. The WMD Property Group has experience in drafting put options, call options and put and call options and in advising on the assignment of those rights and obligations.

Contracts for the Development, Sub-Division and Strata Sub-Division of Property

The team at WMD Law has a wealth of knowledge and over 70 years combined experience in the area of property development. The WMD Property Group understands that any property development requires a concerted team effort and we pride ourselves on the important role our team plays in providing you with the advice necessary to professionally and economically complete a development.

The WMD Property Group has assisted many clients in the preparation of standard and non-standard contracts for the design and construction of premises and other projects, liaising with builders, surveyors and architects, assisting with planning developments, sub-division and strata sub-division of property including the drafting of documents, obtaining relevant consents and arranging registration.

Partitions

A partition generally occurs when property or land which is held by two or more people jointly is divided with each sub-division transferred to one or more of those people. Partition agreements are subject to separate stamp duty rulings, often providing concessions to the owners compared to a standard transfer.

The WMD Property Group can provide advice in relation to the benefits of partitions and assist in drafting the relevant documents for the partition arrangement.

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