Commercial Contract Dispute Solicitors

From deal points scratched out on a napkin to complex multiparty agreements, commercial contracts between companies and individuals are an essential part of doing business. Any time you exchange money for goods or services, it’s a form of contract. Many types of agreement can be legally binding, including verbal and handshake deals, though a well-drafted written contract is preferable because it helps prevent disputes from happening in the first place.

A commercial contract dispute arises whenever one party believes the other hasn’t done what they agreed to do — whether that’s paying on time, delivering goods or services to the standard promised, honouring a warranty, or complying with a restrictive covenant. Disputes can surface at any stage of a commercial relationship, from the point a deal is struck to years after it’s supposedly been completed. Business contracts you’ll commonly encounter include Sale and Purchase Agreements (SPA’s), Licensing Agreements, Non-Disclosure or Confidentiality Agreements (NDAs), Services Agreements, Shareholder Agreements, and Subcontracting Agreements.

The Sale of Goods Act 1979 frequently implies terms into a commercial contract that the parties may not have anticipated until a dispute arises, which is one reason disputes can catch experienced business owners off guard. Many eventually end up in litigation, though usually only as a last resort once negotiation has failed. Below is a summary of the disputes we’re most frequently instructed on.

Breach of Contract

Well-drafted written contracts reduce the risk of disputes and litigation, but even then, breaches happen. They can often be remedied through negotiation, but the tactical threat (and, where necessary, the delivery) of pursuing a dispute can be important in forcing a compromise, particularly where a party has failed to fulfil the contract or has acted in bad faith. Our commercial litigation team has extensive experience in breach-of-contract disputes, hard-fought over decades, and we’re well prepared to use all the legal tools at our disposal to achieve a favourable outcome. Where it stacks up for you, and for us, we’re happy to consider no win, no fee funding in qualifying cases with strong prospects of success against opponents with assets, so we can force them to pay even where they don’t want to.

Sale and Purchase Agreements (SPAs)

Whether it’s a straightforward exchange of money for property or a more sophisticated transaction, a Sale and Purchase Agreement (SPA) sets out the terms each party must fulfil to finalise a purchase contract. SPAs are frequently used by buyers and sellers of property, company stock, and other assets. An expertly drafted SPA protects all parties by making each side’s expectations transparent and provides a framework for resolution if a disagreement occurs.

SPAs frequently contain restrictive covenants that prohibit specific actions by the buyer or seller. Care must be taken to ensure any such covenants don’t fall foul of the Competition Act 1998, and disputes commonly arise where one side believes the other has crossed a line an SPA was meant to prevent.

Mergers and Acquisitions (M&A)

Companies often purchase or merge with other businesses as part of their growth strategy. Similarly, Management Buyouts (MBOs) and Management Buy-Ins (MBIs) can reinvigorate a company by incentivising new ownership to fast-track growth. We’re instructed on disputes arising from acquisitions, mergers, and disposals of public and private limited companies, businesses, and assets, cross-border transactions, and MBOs and MBIs.

A common trigger for M&A disputes is an earn-out payment that hasn’t been made, or has been reneged on once a deal has closed and leverage has shifted. We help clients hold the other side to the terms they agreed to at completion.

Joint Venture Agreements (JVAs)

Joint Venture Agreements are contracts between two or more parties who agree to collaborate to achieve common commercial goals. Sharing expertise and other resources, as well as potentially mitigating risk, makes JVAs an attractive choice for separate legal entities (like limited companies and individuals) who wish to collaborate on a specific project or purpose. JVAs are often temporary and specify tangible goals.

There’s no defined legal structure for joint ventures in the UK, and JVAs often take the form of Special Purpose Vehicles (SPVs), partnerships, or collaboration agreements, and may be subject to corporate and partnership law depending on how they’re structured. Many smaller companies enter into verbal joint venture agreements, which we wouldn’t recommend — the less defined the desired outcomes of a collaboration, the more likely there is to be a dispute. We have considerable experience with all types of JVAs, as well as resolving joint venture disputes once they’ve broken down.

Licensing Agreements

Companies and individuals often license the use of intellectual property (IP) to other parties in exchange for royalties or other compensation. Licensing agreements are commonly used for many types of IP, including:

• Brand names and logos
• Software
• Music, film, artwork, and photography

A well-drafted licensing agreement clearly sets out the terms for use of the IP and gives us a framework to claim compensation if something goes wrong. Breaches occur frequently, and the damages involved can be challenging to assess and collect — which is often where a specialist litigation solicitor makes the difference.

Employment and Freelance Contract Disputes

Unless a business is small or closely held, it’s likely to have employees and/or freelance contractors. Our employment law team helps companies navigate employment contracts, contractor and freelance arrangements, employment tribunal claims, and other employee disputes. Typically, we only represent employers and contractors, not employees — including where a former employee needs to be held to their confidentiality obligations over trade secrets and proprietary information.

Most commercial contract disputes don’t go to trial, and we’ll always look for the quickest, most cost-effective route back to a stable commercial position. That usually starts with direct negotiation, often opened with a formal letter setting out your position and what you expect to happen next. A well-pitched letter, backed by a credible threat of further action, resolves a significant number of disputes without either side incurring the cost of proceedings.

Where direct negotiation stalls, mediation can offer a structured alternative. An independent mediator can help both sides work toward a settlement in a confidential setting, without the delay, cost, or public record of a trial. There is no certainty of reaching an agreement, but it’s often effective because it forces both sides to confront the commercial reality of their position.

Litigation works in tandem with both negotiation and mediation. They can all run together and it’s often very effective when they do; the threat, cost and risk of litigation pressuring an opponent to settle and to resolve the dispute. Issuing proceedings changes the dynamic of a dispute, and doing so often prompts a resolution that informal correspondence couldn’t achieve.

Cost is often the first question business owners ask about a contract dispute, and we’re upfront about it from the outset. Depending on the nature and value of your dispute, funding options can include Conditional Fee Arrangements (CFAs, commonly known as no win, no fee) and Damages-Based Agreements (DBAs, where our fee is a percentage of what’s recovered) may be available. Transparency goes to the heart of how we operate, and in many disputes we won’t offer alternative funding options such as a CFA or a DBA.

We’re happy to back our own advice and to only be paid if we’re right, but we only enter into CFA funding agreements in some commercial, property and construction disputes. There are lots of reasons alternative funding might not be appropriate; sometimes it’s not possible or we’re not professionally allowed to, sometimes it doesn’t stack up for you or for us. Alternative funding is always subject to our case assessment and funding criteria being met, and typically qualifying disputes will be valued well over £10,000 (often up to tens of millions in dispute) with strong prospects of success. We cannot and would not blanket offer CFA’s or DBA’s. Eligibility depends on the specifics of your case and whether we consider we can work with you. A DBA works differently: rather than an hourly rate, our fee is agreed as a percentage of what’s recovered.

Whichever route fits your circumstances, we’ll talk you through it plainly before any commitment is made, including what happens if a claim is unsuccessful. No funding arrangement can promise a particular outcome — what it can do is align our incentives with yours and reduce the upfront cost of pursuing a dispute with real prospects of success.

We are litigation solicitors, not a transactional drafting practice that occasionally handles commercial law disputes. That distinction matters: a firm that spends its time drafting contracts thinks differently from a firm that spends its time enforcing them, and when a commercial relationship has broken down, you want litigators who know how disputes actually play out — where the pressure points are, and when it’s worth pushing harder rather than settling early.

Our commercial litigation team acts nationally especially in London based litigation from our Brighton HQ. We’re regularly instructed by companies with millions, and sometimes tens of millions, of pounds of assets in dispute across multiple countries and jurisdictions. We work the same way regardless of the size of the dispute: assess your position honestly, build leverage early, and use every tool available to get you the best realistic outcome. We won’t tell you litigation is risk-free, because it isn’t, but we will tell you plainly where you stand at every stage.

The sooner you act on a commercial contract dispute, the more options you’re likely to have. Evidence is fresher, leverage hasn’t eroded, and there’s often still room to resolve matters through negotiation before positions harden and costs escalate. Whether you’re facing a straightforward breach or a more complex dispute over an SPA, M&A earn-out, joint venture, or licensing agreement, our specialist commercial litigation solicitors can help you understand where you stand and what to do next.

We act nationally, our commercial litigation team regularly litigate against ‘city’ firms based in London (and beyond) using technology (automations and AI, including software we’re pioneering) to outcompete far larger teams. We have considerable strength in depth and an experienced team technically minded and commercially astute. If you’re in a situation where you consider you might benefit from some initial advice, the best first step is to complete the form below with some details and we will then consider the content and will take it from there. Contact Helix Law today for a no-cost, no-obligation initial conversation — we aim to respond to all queries within an hour. If you are dealing with a potential dispute, our specialist team would love to assist you.