Construction of Commercial Contracts

Construction of Commercial Contracts

Private Law

This post is part of our contract law series. If you are interested in understanding some of the common clauses found in commercial contracts, refer to the following:

In an ideal world commercial contracts would be perfectly drafted, setting out a clear path for the parties for performance and the achievement of their commercial objectives. Certainty in construction should lead to predictability in the outcome of any dispute about its terms and performance.

In the real world however, the quality of a commercial contract is a function of the time and cost expended on drafting it. Businesses do not have unlimited time to enter into contracts nor unlimited budgets to engage suitably qualified lawyers. As a consequence, a good proportion of commercial contracts are poorly drafted and are littered with ambiguity and error.

Oftentimes a poorly drafted contract becomes the centre of a legal dispute between parties in court. Courts are tasked with the responsibility for untangling competing potential meanings. Below we discuss some of the methods used by courts in Australia in the construction exercise.

Mount Bruce Mining

The High Court in Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd [2015] HCA 37 set out the ‘current state’ of the law of contract interpretation. In this case, the High Court found that:

“rights and liabilities of parties under a provision of a contract are determined objectively, by reference to its text, context (the entire text of the contract as well as any contract, document or statutory provision referred to in the text of the contract) and purpose.” 

and further:

“that enquiry would require consideration of the language used by the parties to the contract, the circumstances addressed by the contract and the commercial purpose or objects to be secured by the contract.” 

In summary, Mount Bruce Mining confirmed the need to look at the text and context of the contract itself as well as the purpose evidenced by the language used by the parties, the contract itself and any other document referred to in the text of the contract.

The Mount Bruce Mining decision is important but should be read alongside other decisions, some of which are discussed below.

 Ecosse Property Holdings Pty Ltd

The above principles were affirmed in Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd (2017) 261 CLR 544; [2017] HCA 12 where the majority of the High Court stated as follows at paragraphs [16]-[17]:

“[16] It is well established that the terms of a commercial contract are to be understood objectively, by what a reasonable businessperson would have understood them to mean, rather than by reference to the subjectively stated intentions of the parties to the contract. In a practical sense, this requires that the reasonable businessperson be placed in the position of the parties. It is from that perspective that the court considers the circumstances surrounding the contract and the commercial purpose and objects to be achieved by it.

[17] Clause 4 is to be construed by reference to the commercial purpose sought to be achieved by the terms of the lease. It follows, as was pointed out in the joint judgment in Electricity Generation Corporation v Woodside Energy Ltd, that the court is entitled to approach the task of construction of the clause on the basis that the parties intended to produce a commercial result, one which makes commercial sense. It goes without saying that this requires that the construction placed upon cl 4 be consistent with the commercial object of the agreement.”

Ordinary, natural meaning

A court will start by looking at the ‘ordinary, natural meaning’ of the terms in dispute. The general approach followed by judges is to interpret commercial contracts ‘fairly and broadly, without being too astute or subtle in finding defects.’[1]  The construction exercise will not necessarily cure a bad deal. Looking at the ordinary natural meaning of the words used may result in a ‘poor bargain’ inconsistent with what one may expect that commercial parties would expect.[2]

It has been recognized that while words have a natural meaning that applies in most situations, meaning is not derived in isolation from the context in which words are used. An interpretation that focuses on semantic and syntactical analysis leading to a construction that is contrary to business common sense will generally be avoided.[3]

When interpreting a contract, a court will have regard to the words used ‘so as to render them all harmonious with one another.’[4] In other words, a court will prefer a construction of the disputed terms that is congruent with the various other components of the contract. Words in a commercial agreement will be construed by reference to what a ‘reasonable business-person’ would have understood those terms to mean.[5] The relevant context in which the meaning of the words will be construed includes the terms of the contract and the objective facts surrounding the formation of the contact provided that those objective facts are known to all of the parties to the contract.

The rule that words should be given ordinary natural meaning is reflective of the proposition that parties to a contract are presumed to be capable of expressing their intentions. Where words are ambiguous, resort may be had to the surrounding circumstances to determine the meaning when choosing between two inconsistent meanings. Generally speaking, however, if the language used in a contract is unambiguous, a court will give effect to that language unless to do so would be to give the contract an absurd operation.[6] As you can imagine there have been a number of cases where the tension between the ordinary and natural meaning comes up against the business common sense.

Tools to assist in understanding the meaning of the words used

Courts may use a number of aids to assist in the interpretation of a contract. Firstly, where language is used that enjoys a settled meaning, courts will endeavor to adhere to such a meaning. Secondly, courts may use dictionaries and other materials to determine the conventional meaning of a word.[7] However, a dictionary whilst potentially used as a guide, will not be used as a substitute for the interpretive processes.[8]

Where a word is given meaning by statute, subject to a contrary provision in the contract, the meaning of the statutory term at the time of the contract will usually be accepted.[9]

Finally, where a word has both an ordinary meaning and a technical meaning, it will be given the ordinary meaning unless there is evidence that the parties intended to use the word’s technical meaning.[10] However, where a word has a technical legal meaning, it will usually be given that technical legal meaning unless there is a clear indication in the contract or the context of the contract that this is not what was intended. This presumption is particularly strong where a contract has been drawn up by lawyers.

Canons of construction

There are a number of widely accepted maxims or canons of construction that courts use to assist them in ascertaining the meaning of a contract. These canons can be considered as guidelines or aids in the construction process.[11] Some of the commonly used canons of construction are set out below.

The contract should be construed as a whole: this is a principle often cited in judgments which says that the meaning of a term should be considered against the context provided within the contract as a whole.[12]

A court should give effect to all parts of the contract: this means that each part of a contract must be considered when determining the meaning of the contract as a whole.[13] In applying this maxim, a court will endeavor to resolve internal inconsistencies by both giving effect to provisions capable of being read together or by qualifying one against the other.[14]

Express mention of a part of a subject matter implies that other matters are deliberately admitted: this means that where a contract expressly mentioned something but ommits others within the same class, it can be implied that the matters not mentioned are excluded.[15]

An expressed term excludes implication of a term on the same subject matter: this means that a term will not be implied if it is inconsistent with the expressed terms of the contract.

Noscitur a sociis: a word of ambiguous meaning may obtain meaning from the surrounding words if they have a common characteristic. This rule will apply where a genus for the words is identifiable by if words fall within a particular class then the word that is potentially ambiguous can be assumed to form part of that class.

Contra proferentem rule: where the meaning of a contract is ambiguous the words that are in dispute will be construed against the party who drafted the contract. There are conflicting views as to whether this maxim means that construction should favor the party who prepared the contract or should favor the party against whom benefit is provided. Courts have expressed the view that the contra proferentem rule applies only when having applied all other aids to construction and ambiguity remains.[16] In other words, this maxim is only used as a last resort when seeking to interpret a contract. This maxim commonly applies in the interpretation of guarantees and indemnities where courts have found that ambiguous provisions should be construed in favor of the guarantor.

A party may not take advantage of their own wrong: a contract will not be interpreted in such a manner as not to permit one party to take advantage of their own wrong. In other words, it will be presumed that a contractual entitlement arising from the occurrence of a particular event will not be enlivened if the event came about through the breach of the party seeking to rely upon it.[17]

Saving the document: where there are two possible constructions of a document, a court will favor the interpretation that retains rather than destroys the bargain.


[1] Hillas & Co Ltd v Arcos Ltd [1932] All ER 494.

[2] Cherry v Steele-Park [2017] NSWCA 295.

[3] Breakout Barrier Release Systems Pty Ltd v Breakout Barrier Release Systems Australasia Pty Ltd [2013] NSWSC 1815

[4] Australian Broadcasting Commission v Australasian Performing Rights Association Ltd (1973) 129 CLR 99, 109

[5] Wilkie v Gordian Runoff Ltd [2005] 221 CLR 522, 529

[6] Jireh International Pty Ltd [t\as Gloria Jean’s Coffee] v Western Export Services Inc. [2011] NSWCA 137

[7] House of Peace Pty Ltd v Bankstown City Council (2000) 48 NSWLR 498

[8] Provincial Insurance Australia Pty Ltd v Consolidated Wood Products Pty Ltd (1991) 25 NSWLR 541.

[9] Smith v South Wales Switchgear Co Ltd (1978) 1 WLR 165.

[10] CCOM Pty Ltd v Jiejing Pty Ltd (1992) 36 FCR 524, 528

[11] Ferdinands v Commissioner for Public Employment (2006) 225 CLR 130.

[12] Australian Broadcasting Commission v Australasian Performing Rights Association Limited (1973) 129 CLR 99.

[13] RE Media Entertainment and Arts Alliance; Ex parte Hoyts Corp Pty Ltd (1) (1993) 178 CLR 379.

[14] RE Media Entertainment and Arts Alliance; Ex parte Hoyts Corp Pty Ltd (1) (1993) 178 CLR 379.

[15] ABB Power Plants Limited v Electricity Commission of New South Wales (1995) 35 NSWLR 596.

[16] Sandbank Holdings Pty Ltd v Durkan (2010) WASCA 122

[17] Ruthol Pty Ltd v Tricon (Aust) Pty Ltd (2005) 12 BPR 98.

Why Your Business Needs A Contract Management System

Why Your Business Needs A Contract Management System

Private Law

Commercial contracts are a fact of life for business managers. They form the basis of employment, joint ventures, and other critical relationships. And yet, few businesses have a well-thought-out contract management strategy. And those that do are not always successful in implementing it.

You need a Contract Management System

The most common problem is that businesses don’t have a contract management system. They don’t know exactly where their contracts are, what they contain, and who has the authority to sign them. This means they can’t manage their contracts effectively and have trouble working out where their businesses sit when it comes to legal obligations.

Contract management is a critical component of any business’s risk mitigation strategy. If you don’t know where your contracts are, you can’t know if your business is exposed to risk. And if you don’t know how to manage your contracts, you can’t protect your business.

This is why your business needs a contract management system and the sooner it implements one the better.

What is a contract management system?

A contract management system is three things:

  1. A place to keep all your contracts and related documents;
  2. A set of policies and procedures for managing your contracts; and
  3. A set of tools for helping you manage your contracts.

Let’s take a look at each of these.

A place to keep your contracts and related documents

Your contract management system needs to be a place where you keep all your contracts and related documents. This includes every contract you’ve ever signed, every contract you are currently negotiating, and every contract you’ve signed but haven’t yet implemented.

This is the first step in managing your contracts. You need to know exactly what you are managing. You can’t manage what you don’t know exists.

A set of policies and procedures for managing your contracts

The second component of a contract management system is a set of policies and procedures for managing your contracts.

Those policies should include for example policies on who has authority to sign contracts, on what your business will accept in liability caps and on your business’s position when it comes to indemnities. Procedures should be in place for contract approval and execution.

In our experience, most businesses have no policies or procedures for managing their contracts. Many businesses that have policies and procedures don’t follow them.

If you don’t have policies and procedures for managing your contracts, you don’t have a contract management system.

A set of tools to help you manage your contracts

Not all contract management systems are automated online systems but your contract management system should include tools to help you manage your contracts. These include, for example, tools to help you track conformance, to manage deadlines, and to complete renewals.

Our Solution

Law Quarter offers its clients a fully automated contract management system via the Law Quarter Portal. Our Document Vault is a system that is cost-effective and highly automated. For pricing, get in touch today.

Who to Contact for More Information
Please get in touch if you have any questions on the above.

Unlock The Hidden Value Of Your External Lawyers

Unlock The Hidden Value Of Your External Lawyers

Private Law

When it comes to external lawyers it’s often difficult to navigate the trade-off between value and cost. In this article, we look at the best ways to derive value from an external law firm.

A business advisor

If all you receive from your lawyer is legal advice, you are not extracting as much value as you should be. Lawyers have the benefit of dealing with a number of clients in different industries. As a result, a lawyer can help you think about your business in new ways, ensure you are on track with your business plan and flag any potential issues before they become serious problems.

A specialist

External law firms offer access to specialists. While you may have in-house lawyers with their own skills and experience, an engagement with an external law firm allows you to leverage on the specialist experience within that firm. Typically, that includes specialist experience with litigation and dispute resolution but can also include specialist experience in areas such as energy law.

A negotiator

Your external lawyer will also be an experienced negotiator. Your external lawyer can help you negotiate the best deal with suppliers and customers having experience negotiating disputes and commercial contracts. When it comes to commercial contracts, engage your lawyer early in the negotiation process.

A connector

Your lawyer can be a great resource when it comes to connecting you with like-minded people and with businesses that can help your business grow. If you are thinking about sourcing funding from investors, ask your lawyer for an introduction. If you are trying to connect with a business in a different industry, your lawyer may be able to help you form that connection.

If you are not getting value from your lawyer then consider approaching them from one of the above perspectives. A good relationship with the right lawyer will be a long-term asset to your business.

Who to Contact for More Information
Please get in touch if you have any questions on the above.

How to Find the Best Central Coast Law Firm

How to Find the Best Central Coast Law Firm

Private Law

When it comes to resolving a legal issue, it’s incredibly important to make sure you find a law firm you can trust. If you’re looking for the best law firm near you, keep reading. 

In this guide, we will give you some tips and tricks that can help you find a Central Coast law firm you can feel confident about. Make sure you’re in good hands by choosing the best law firm for you. 

Find an Experienced Lawyer

In order to find the best law firm for your case, you should do some research to find a specialist that will fit your needs. Identify what your legal problem is and find a lawyer that specializes in that service. You want to make sure you have a law firm that knows how to handle your legal situation with expertise. 

Someone with a speciality in your area of need will best know how your case will proceed in order to help you solve your problem. A specialist will know about the latest developments in your area of need that can help to resolve your case. The more experience they have with cases like yours, the better. 

Do some research to get an idea of the law firm’s track record with cases like yours. Take factors such as the firm’s length of service and number of cases into consideration. With experience comes the knowledge that can help develop winning strategies while evaluating risks. 

Look at the firm’s website to get an idea of their background and their accolades. Consider conducting research via Google searches or Linkedin. 

Consider Their Professionalism 

When speaking or meeting with law firm professionals, do the work to make sure they have proven to be professional and trustworthy. You should feel that you’re lawyer has your best interest in mind. The best law firm will act efficiently and economically in helping you to achieve your goal. 

Keep their professionalism in mind in terms of their actions, such as whether they arrive at meetings on time, and whether they are well prepared and organized. Communication skills are also incredibly important when looking for a great law firm. A great law firm will return your emails and phone calls in a timely manner to show you that you’re a priority. 

A great law firm team will be respectful regardless of their position, role or status. It’s important that lawyers exhibit appropriate behaviour in all situations and that they follow all the ethical standards of their practice.

A law firm that shows it is passionate about its services and your best interest will work to accomplish your goals. 

Before choosing a law firm, consider visiting or touring their office. A neat, orderly, and effectively run office will help you feel more confident in the abilities of the law firm, its staff and its processes. 

Get References for Those on Your Case

Before deciding on a law firm, it may be a good idea to review some references, either on the firm itself or the lawyer you’ll be working with directly. Ask for a few contacts of past clients you could consult to learn more about the quality of service you can expect. You could also conduct additional online research on the law firm and the lawyer’s reputation. 

The size of a law firm may determine how many hands are on a single case. At a smaller law firm, you may work directly with one law firm, while at a larger firm, you may have multiple people working on different aspects of your case. Inquire the law firm about who will be handling your case from start to finish. 

You could also ask about how the law firm uses it’s paralegals and support staff to carry out cases. Knowing more about the individuals that would be involved in your case can help you better conduct research and references

Ask About Fees and Approach

As with most business decisions, you should consult the firm about the costs of your legal matter. Ask questions about the firm’s billing procedures and methods to make sure the firm will work for you financially. Ask what kind of fees you may need to expect along the way, such as travel charges and expert fees. 

Your decision should not be based on cost alone, as the cheapest option may not be of the best quality. Once you’ve engaged with a lawyer, make sure you get a costs disclosure document that explains their billing. This will help you prepare for budgeting the case before you get started. 

Finding the Best Central Coast Law Firm

As you look for a Central Coast Law Firm, use some of these tips and tricks to find the best option for you. Feel confident about the law firm handling your case to get the best results. 

Are you looking for a modern Central Coast law firm that has the experience, passion and integrity you need? Contact us today to learn more about Law Quarter, or schedule a free consultation on our site. 

A Tokyo Ramen Dispute

A Tokyo Ramen Dispute

Private Law

The world of commercial law is complex. Rarely will you find the clarity that one might expect in a commercial arrangement. Problems often arise when commercial arrangements are not documented or when not documented correctly. If you are planning on embarking on a commercial venture, ensure that you consult a lawyer early to establish a clear legal framework.

Today we look at a dispute involving a Central Coast business. The New South Wales District Court decision of Elegant Australia Pty Ltd v Chen and; Chen v Elegant Australia Pty Ltd [2020] NSWDC 7 is a good example of the complexities of commercial litigation. We’ve examined this judgement as it relates to parties in the Central Coast of New South Wales.

The dispute giving rise to the judgement concerned the operation of a restaurant, Tokyo Ramen Erina Fair. Tokyo Ramen Erina Fair is in the New South Wales Central Coast.

The Plaintiff in this matter had executed a Deed with the Defendant which, inter alia, enabled the Defendant to derive the profits and obliged the Defendant to bear the losses of operating the Central Coast restaurant. The Plaintiff’s claim totalled $110,991.05 plus interest. The Defendant cross claimed for $89,273.30 based on entitlements she said she would have received had she been an employee of the Plaintiff during the period covered by the Deed.

The Business

During the proceedings, the Plaintiff’s director Mr Guchao Zhou and the Defendant gave oral evidence. Mr Zhou gave evidence that between April 2013 and December 2016 he managed the Tokyo Ramen business. He described his responsibilities as managing staff (including hiring, calculating wages and paying them), managing the till, ordering stock, assisting with the cooking, cleaning and waiting on customers, payment of expenses and managing accounts including providing documents to his accountant. The Defendant stated that she didn’t recall Mr Zhou ever telling her that he was responsible for cooking. She recalled being told words to the effect that in a conversation with the Defendant sometime between September 2016 and early December 2017. From 2013 until 2016 the Central Coast business ran at a consistent loss ranging between $12,000 and $47,000.

On or around 24 September 2016 Mr Zhou received a phone call from the Defendant enquiring whether or not the Plaintiff was looking to transfer its business free of charge. Arrangements were then made for the Defendant to inspect the business later the same day. The Defendant was told that the business made on average between $8,000 and $9000 gross per week. Following a further meeting the parties exchange messages by WeChat. On 26 September 2016 the Defendant requested the Plaintiff’s solicitors detail and speak to the manager of the Central Coast Erina fair centre management.

The Deed

On 9 December 2016 a Deed was signed by the Defendant. The text of the Deed provided inter alia for the provision of training to the Plaintiff and the provision of various materials. In return, the Defendant agreed to use best endeavours to have the lease assignment under her name, to make every effort to acquire the retailing skills and competency required and to follow instructions given to her by the company. Further, the Deed provided that the Defendant would be entitled to all profits generated within the training period and would be responsible for all losses and damages incurred by the business within the training period. Mr Zhou himself stated that between about late January 2017 and March 2018, at no time was he involved in operating the Tokyo Ramen business and was not aware of its actual financial position. He stated that he was not aware of what sales the business achieved or how much profits the Defendant was making and retaining per week.

On 16 July 2017 the Defendant sent Mr Zhou a WeChat message which stated:

Hello Brother Hao. I have considered this for long that I decide to stop running this restaurant by the end of September. Nobody is buying this restaurant either. I have made no money in the past seven months and my son has nobody to look after him. I have talked to my lawyer and he said according to our agreement I can quit this with no legal consequences. Can you come up with a plan for the period to the end of September ? I can work as an employee for you to March next year; I have been working very hard, which is ok if I can make money; Please reply to my message when you have time. Sorry I have tried my best.

Mr Zhou then sought legal advice from Ms Leung solicitor on or about 20 July 2017. He gave evidence that Ms Leung informed him that the Defendant could terminate the Deed and he had no legal remedy. On 25 July 2016, the Defendant sent a WeChat message complaining about the state of the Plaintiff’s accounts. Mr Zhou responded stating from the 14th “it is all yours.”

The Outcome

One of the key issues pleaded by the defendant was that Mr Zhou, on behalf of the Plaintiff, said words to the following effect in a face to face conversation between them at the site of the Tokyo Ramen business in or about October 2016:

“The Tokyo Ramen business income is about $9000 to $10,000 a week which is more than enough to pay wages, rent and expenses and still have profit. If you do better that that, you will also get that extra amount”

The defendant pleaded that the statement was a representation contrary to s 18 of the ACL, as referred to in s 27 of the Fair Trading Act 1987 (NSW). There was no claim for damages pursuant to the misrepresentation by the defendant only for a rescission of the deed, noting:

“A party seeking to invoke s 4 of the ACL is required to make clear that it is doing so as to alert the other party to the need to plead and call other evidence as to reasonable grounds. In my view, the Defendant’s pleading, in particular at [20(e)] of the Further Amended Defence, does not indicate that it seeks reliance on the evidentiary burden on the Plaintiff to establish reasonable grounds for making the representation. [191] Furthermore, it did not seek to identify any such reliance in its Statement of Issues. [192]”

There was judgment in favour of the Plaintiff in the sum of $50,690.70

Trade promotion and Competiton permits

Trade promotion and Competiton permits

Private Law

Your Free Guide To Trade Promotions

If you would like to access our complete guide to Trade Promotions in Australia simply provide your details below. 

Trade promotions or competitions require licences or permits in certain circumstances. These circumstances are set out below.

What is a trade promotion lottery? It’s a contest, a raffle, a sweepstakes, or any other promotion that has prizes and winners determined by chance. Businesses run trade promotions to encourage sales and increase engagement. 

Which rules do you need to comply with?

In short, you need to comply with all the laws of all the states and territories in which you are running a competition, even if you draw the winner in the one location. If you have a permit from any of the below you won’t need a further permit from the NT and in WA there is a deemed permit. Trade promotion permits are not required in Tas, VIC, or in QLD.

Every state and territory has its own set of obligations when it comes to trade promotions. If you are running a national competition, your competition terms and conditions must be compliant on a national basis.

NSW

If you want to run a sweepstake or contest and the total prize value is over $10,000, you’ll have to obtain a trade promotion gaming authority first. You can do that online.

To be eligible for a gaming authority, your competition must: 

  • have free entry;
  • be running a competition based on chance not skill;
  • must genuinely promote the goods or services of your business; and
  • must take place on the date nominated.

If you want to run a competition under your authority, you’ll need to provide Fair Trading a copy of the rules of the gaming activity at least 10 working days before it takes place.

If you change your rules, you must tell Fair Trading as soon as possible. If you do make changes, you must make sure they do not disadvantage existing entrants. 

ACT

If you run or advertise a trade promotion lottery in the ACT and give away more than $3000 worth of prizes, you have to get a permit from the government.

You can expect to receive a permit within 5 days of applying. If you need to change your competition after it has been approved, you will need to submit an amendment request to the ACT gaming regulator. 

SA

You will need trade promotion permit from the regulator in SA if your total prize pool is over $5,000 or if you are running an instant win competition.

If you are using an electronic drawing system, it will need approval as well.

It can take up to 14 days for a permit to be issued in SA. If you need a permit sooner, you can pay a premium fee.

Again, if you have been issued a permit and then amend your competition terms and conditions, you will need to get the approval of the SA gaming regulator. 

If you are interested to learn more about Law Quarter click here.

Central Coast: The Number 1 Law Firm on the Coast

Central Coast: The Number 1 Law Firm on the Coast

Private Law

Experienced Central Coast Lawyers

An award-winning ISO certified Central Coast law firm with experienced lawyers available to assist you. We are one of the fastest-growing law firms on the NSW Central Coast.

Contact Us

To contact us, to discuss your legal needs or to speak to our legal team complete the form to the right.

You can also simply send us an SMS to 0480 028 110 and one of our lawyers will call you back.

Our Client Reviews

Law Quarter Icon Law Quarter

Suite 2/04/4 Ilya Avenue, Erina

5.0 14 reviews

  • Avatar Rory McKinnon ★★★★★ 2 months ago
    I don't write reviews often, but this service is genuinely with my time in reviewing.
    I was a client of Law Quarter as I was seeking legal representation late last year. I am very lucky to come across Law Quarter and having Connor
    … More represent me. Connor took the time to understand the situation so he could address the situation accurately and professionally which I really appreciated. Connor was thorough and thoughtful in his preparation for my representation.
    On top of this, he was responsive to my calls, text and emails and was resourceful when requiring external advice on certain aspects of my situation.
    I recommend Law Quarter's service to anyone (including family, friends) seeking legal representation. They didn't know me before approaching them yet they treated me extremely well through the process. They were resourceful, responsive and very honest with their costs. They were actually very cost effective in comparison to other quotes I received to represent me.
    They are there to help you!
  • Avatar Sam Barden ★★★★★ a year ago
    Connor and his team are extremely professional and timely, matched with in depth knowledge of the areas they cover. Connor understands the value of creating long term relationships with clients and we appreciate this approach to us when … More we are doing business with Law Quarter. I would recommend Connor and his team to anyone who wants best in market service and advice.
  • Avatar Theresa Nguyen ★★★★★ a year ago
    It was a pleasure working with Connor and the team at Law Quarter. Connor was super responsive and provided insights and advice that we had not considered for a commercial lease. The information he provided was clear and easy to understand. … More Highly recommended!
  • Avatar Smart Commercial Solar ★★★★★ a year ago
    Who would have thought that working with a Lawyer could be so good. Great Guys! Sound advice. Innovative and Sharp
  • Avatar Max Stenning ★★★★★ a year ago
    Smart Commercial Solar are a proud customer of Law Quarter. It's always a pleasure working with them and would happily recommend them to anyone.
  • Avatar Philip Oakman ★★★★★ a year ago
    My companies Auxilis and EZswitch both use Law Quarter for legal advice. I have found Law Quarter to be efficient, knowledgeable and reliable. Law Quarter provides high quality advice at a reasonable price.

Central Coast Law Firm

Law Quarter is a law firm with its head office in the Platinum Building in Erina. We are a top rated Central Coast law firm with a focus on commercial law, litigation, criminal law and family law. 

Supporting our local community

We’re passionate about our local community and we contribute to various Central Coast community groups and are sponsors of the Gosford District Tennis Club. 

On the Central Coast we regularly appear at both Local and District Courts. If you have a matter listed in a court on the Central Coast or in Newcastle or Sydney, please get in touch. Being located on the Central Coast makes it easy for us to attend courts in both Newcastle and in Sydney.

A track record of success

We’ve been successful in a number of important matters and you can find our reported cases on caselaw.nsw.gov.au. 

If you are not looking for a Central Coast law firm, but are located between Sydney or Newcastle we can easily meet with you in person at our Sydney or Newcastle branch offices or we can meet via Zoom. It is now possible to have documents, including wills and affidavits executed electronically including via Microsoft Teams or Zoom. 

An award winning law firm

Recognised for our focus on quality and innovation, our law firm- based on the Central Coast- has taken out a number of awards. 

Our client reviews

We’re well recognised as a top-rated law firm on the Central Coast. You can see a sample of our client reviews below.

Testimonials

You can read more about our approach to the provision of legal services here. 

You are welcome to visit us at our Central Coast office at Suite 204, 4 Ilya Avenue Erina NSW 2250 or to email us info@lawquarter.com.au. 

Serious Criminal Offence Procedure Part One

Serious Criminal Offence Procedure Part One

Criminal Law, Private Law

All offences commence in the Local Court in New South Wales and are then either dealt with in the Local Court’s summary jurisdiction or if they are more serious, are transferred to the District Court.

Early Appropriate Guilty Pleas

The Early Appropriate Guilty Plea Reform commenced on 30 April 2018 and applies to all strictly indictable and elected table offences where proceedings commenced after 30 April 2018.

Service of the Brief

The first step in a matter dealt with under the EAGP scheme is for a magistrate to make brief orders i.e. for the Officer in Charge to prepare the brief. Police Prosecutors appear until the brief has been served and until orders for a charge certification have been made. The Office of the Department of Public Prosecutions will appear thereafter.

Disclosure Obligations

The DPP has a legal obligation to disclose all evidence that might reasonably be expected to assist the case for the prosecution or the case for the accused person.

In addition, the ODPP Guidelines requires prosecutors to make full disclosure to the accused of, inter alia, “all material known to the prosecutor which can be seen on a sensible appraisal by the prosecution to be relevant or possibly relevant to an issue in the case.

The Charge Certificate

The next step requires a senior prosecutor to review the charges laid and served on the defence and file a “charge certificate” with the Local Court, not later than 6 months after the first return date. That timeline can be extended by a magistrate if it is in the interests of justice to do so.

What to expect from Law Quarter

What to expect from Law Quarter

Private Law

1. What you can expect from Law Quarter

Law Quarter wants its clients to have a positive experience. We have developed the following list of expectations. This is what you can expect from Law Quarter: 

  • We will adhere to our professional obligations;
  • We will keep the information you give us confidential;
  • We will avoid any potential conflicts of interest;
  • We will be transparent in our fees and let you know if our estimates need revision;
  • We will meet deadlines and we will keep you informed;
  • We will do everything we can to help you achieve your objectives and to get the best possible outcome; and
  • We will act ethically and with integrity at all times. 

Table of Contents

2. The Fiduciary Relationship

The lawyer/client relationship is a fiduciary relationship.

Our lawyers act in our client’s best interests with the utmost good faith, subject only to our overriding duties to the court and the law.

The relationship between a lawyer and a client is a privileged relationship, meaning that any confidential information to which the lawyer becomes privy cannot be disclosed without the client’s consent. This privilege exists both at common law and under the Evidence Acts in each state and the Commonwealth. 

3. What we ask from you

Your relationship with a lawyer will be a successful one if you:

  • tell us what we need to know and not hold back facts;
  • keep us informed on any changes to the facts or your personal circumstances;
  • respond to our requests for information within a reasonable time frame; and
  • contact us if you are unsure or if you are unhappy with anything you see us do. 

4. Our Policies and Procedures

Law Quarter is committed to offering its employees an innovative and rewarding environment that encourages and fosters excellence.

Our employee conduct guidelines help to guide employees on how to act, and clarify how Law Quarter expects employees to perform. All directors, principals, partners, and employees agree, as a condition of employment and association, to be bound by these employee conduct guidelines and in so doing, give confidence to those with whom they work, meet or interact as to the standard of behaviour that can be expected. Law Quarter is committed to ethical and compliant business. At its core, compliance implies acceptance, adoption and achievement of particular standards of behaviour and business operations whether enshrined in law, regulation, code, standard, convention, or community expectation.

Access Law Quarter’s Code of Conduct

Law Quarter is committed to quality and positive client outcomes. To this end, we have documented a formal approach to managing and resolving any client complaints. 

Access Law Quarter’s Standard Complaints and Dispute Resolution Procedure

This document, together with our General Terms of Business, sets out the terms of our offer to provide legal
services to you and constitutes our costs agreement and disclosure pursuant to the Legal Profession
Uniform Law (NSW). 

Access Law Quarter’s Costs Agreement

 

Law Quarter has decided to adopt an approach that is consistent with the Privacy Act, the APP’s and the APP guidelines.

Our practices and internal policies are consistent with our privacy policy, and our staff are required to ensure compliance as a condition of their employment. In any third-party contracts, we enter into there is a duty to maintain personal information following our privacy policy and in a manner consistent with the Privacy Act.

Access Law Quarter’s Privacy Policy

Law Quarter has adopted a process approach for its quality management system. Our legal service offering for clients in Australia has been reviewed against the ISO 9001:2015 standard. 

Access our ISO 9001:2015 certificate here

By identifying the top-level processes within the company, and then managing each of these discretely, this reduces the potential for nonconforming services discovered during final processes or after delivery. Instead, nonconformities and risks are identified in real-time, by actions taken within each of the top-level processes.

The following top-level processes have been identified for Law Quarter:

  • Quality Recruitment: Ensuring that our recruitment standards are clearly defined and that we recruit appropriately qualified individuals.
  • New Matter Acceptance: Ensuring that Law Quarter only takes on matters where it has the capacity and expertise to complete the agreed scope of work- including to ensure that there are no potential conflicts of interest.
  • Matter Progression: Ensuring that matter plans are developed in all instances and that any departures are communicated and agree upon with our clients. Ensuring that centralized calendars are kept up to date and that all deadlines are met.
  • Document Quality: Providing quality legal advice that is restricted to areas of expertise with peer review completed on all advices provided. Use of Machine Learning systems to review advice and drafted documents against pre-trained models and checklists to ensure consistency.

Law Quarter, despite being a small law firm, understands that is has a role to play in reconciliation. A Reconciliation Action Plan (RAP) program provides a framework for organisations to support the national reconciliation movement.

We have developed a draft RAP that sets out the steps we will be taking over the next 12 months. This RAP has not been endorsed or approved by any third-party.

 You can access our draft RAP here.

Law Quarter is committed to a sustainable community and to positive environmental outcomes. We have developed a sustainability policy which is summarised below. Access a complete copy of our Environmental Sustainability Policy <- here. 

Resources

We are careful to reduce the use of non-renewable resources in our work. We avoid printing and in all cases use recycled paper where we do print.

We aim to reduce the travel that our lawyers complete via private transport and have various technologies available to complete online meetings and court appearances. 

We recycle any material used which is capable of recycling. 

Energy and Carbon

Our energy usage each calendar year and carbon footprint will be offset by the purchase and surrender of appropriate certificates or by the purchase of carbon offset certificates. We are not certified as being Carbon Neutral will seek that accreditation during 2021.

Legal Services

A large proportion of the legal work that we do is with renewable energy generator and we have made a significant contribution to the uptake of solar across the country. 

The Electricity Retail Code

The Electricity Retail Code

Energy Law

The Competition and Consumer (Industry Code—Electricity Retail) Regulations 2019 (the Code) applies to all electricity retailers that supply to small customers in the applicable distribution regions of New South Wales, South Australia and south-east Queensland.

The Code sets a cap on standing offer prices and specifies how prices and discounts must be advertised, published or offered.

I. Introduction

The Code is an instrument made under the Competition and Consumer Act 2010. The Code:

Places a cap on standing offer prices: standing offer prices must be set such that, were a small customer to be supplied in a financial year at those prices with the amount of electricity determined by the AER for the financial year under Part 3 (the model annual usage), the total amount the customer would have to pay for the supply would not exceed the price determined by the AER under that Part (the reference price) (see section 10); and

Regulates the advertising of offers by requiring prices to be compared to the reference price: small customers must be told how prices for supplying electricity compare with the reference price (see section 12); and

Regulates the advertising of discounts:  an advertisement for supplying electricity to small customers must not have a discount as its most conspicuous price‑related matter, and must state any conditions on discounts clearly (see section 14).

II. Operation alongside NECF

The Code, unlike the NERL and NERR, is a Commonwealth instrument. It is enforced by the ACCC rather than the AER and defines terms differently. In NECF jurisdictions, retail pricing is also regulated by the AER’s Retail Pricing Information Guidelines.

For example, a small customer is defined in the Code to be a customer with or without controlled load who uses electricity principally for personal, household or domestic use. A small customer is also defined to include a small business who uses less than 100 MWh per annum who is not charged a controlled load tariff or a flexible tariff.

The Code does not apply to embedded network customers, those with pre-paid meters or those whose supply includes a demand tariff. Further, solar Feed-in Tariffs are to be ignored for the purposes of calculations under the Code.

III. Subdivision A: Caps on Standing Offers

Where there is a reference price and model annual usage in force, a retailer must ensure that its standing offer is at or below that reference price.

The Code says that: ‘The standing offer prices comply with the price cap if the total amount a representative customer, who was a small customer of that type, would be charged for the supply of electricity in the region in the year at the standing offer prices would not exceed the reference price.’

IV. Subdivision B: Advertising 

There are two ‘options’ for advertising, publications and offers that are subject to the Code.

Option 1: Advertising, publications and offers that are subject to the Code must:

a. Include the difference between the reference price and the unconditional price as a percentage of the reference price;

b. For each proportional conditional discount mentioned in the advertisement, publication or offer, include the difference between the unconditional price and the conditional price for the discount as a percentage of the reference price; and

c. Include the lowest possible price.

Option 2: The alternative to Option 1 is for a retailer to ‘state the total amount the electricity retailer estimates the small customer would be charged for the supply of electricity in the region in the year, assuming that the conditions on all conditional discounts (if any) mentioned in the offer were met.’

V. Advertising Conditional Discounts

Additional requirements apply to the advertising of conditional discounts. These are that:

a. The conditional discount must not be the price‑related matter that is mentioned most conspicuously in the advertisement; and

b. The advertisement must state the conditions on the conditional discount clearly and conspicuously.

VI. Key Terms

To understand these obligations, it is necessary to review the definitions of key terms used in the Code:

conditional price for a proportional conditional discount means the total amount a representative customer would be charged for the supply of electricity in the financial year at the offered prices, assuming that the conditions on the discount were met and disregarding any other conditional discounts.

lowest possible price means the total amount a representative customer would be charged for the supply of electricity in the financial year at the offered prices, assuming that the conditions on all conditional discounts (if any) mentioned in the advertisement, publication or offer were met.

proportional conditional discount means a conditional discount that is calculated as a proportion of all or part of the amount a small customer is charged for the supply of electricity at the offered prices.

unconditional price means the total amount a representative customer would be charged for the supply of electricity in the financial year at the offered prices, disregarding any conditional discounts.