Johnston Withers

Commercial lawyers.

Every business is unique. Our experienced lawyers are well-versed in both South Australian and federal commercial and property laws.

Whether you’re launching an exciting new business venture or safeguarding your company’s ongoing success, every commercial endeavour needs to comply with a wide range of rules and regulations.

Enlisting the expert advice of an experienced commercial lawyer will help you navigate the complexities of business law, from commercial agreements to dispute resolution methods and succession planning.

We’re here to help with comprehensive, tailored business legal advice.

Adelaide lawyers johnston withers lawyers

How we can help

Our expert team of commercial lawyers in Adelaide and regional South Australia are well-versed in a range of matters, from finance and leasing issues, business structuring and succession planning, business sale and purchase agreements, partnership agreements and shareholder agreements to advising on property law, intellectual property, mortgage origination and enforcement as mortgagees in possession and state taxation requirements.

Johnston Withers Lawyers acts for a wide range of clients, including individuals, small to medium enterprises (SME), and large corporations. When you need honest, practical business legal advice, we’re here to help you too.

Talk to us about

Contract & commercial law disputes

Whether your contracts are written, verbal or a mix of both, our team of experienced contract lawyers are here to help with honest, clear advice about your rights and responsibilities. Once you know where you stand, our commercial litigation lawyers can provide practical next steps. We can help with:

  • Contract disputes, including debt collection

  • Disputes between business partners or directors

  • Restraint of trade disputes

  • Enforcement of loans and guarantees, including mortgages and other securities

  • Property contract disputes

  • Business succession disputes

We understand the importance of resolving commercial law disputes in a timely and cost-effective manner. While our team is experienced in litigation proceedings, we’re also committed to mediation, negotiation and other alternative dispute resolution methods.

Our commercial law solicitors will work with you to protect your long term interests and preserve your relationships with all parties involved whenever possible and appropriate.

Business sale agreements

Buying or selling a business? Our team of experienced business contract lawyers is here to help, with expert advice and assistance to make sure this exciting but complex process is as smooth as possible.

We can help you prepare a business sale agreement with consideration of all assets, including business names, licences and intellectual property. We can also help you make arrangements regarding:

  • Employment contracts

  • Current invoices and orders

  • Transferring a lease or title

  • Other relevant contractual obligations

Drafting a partnership agreement

A partnership agreement is important because it outlines a partner’s obligations and responsibilities as well as their relationship with their partners. Getting it right from the get-go can help prevent future disputes.

Partnership agreements can be complex as they cover a wide range of potential issues and outcomes, so it’s important for an experienced commercial law solicitor to draft the document.

Our team of commercial lawyers in Adelaide and regional South Australia are experts in partnership agreements. We can advise:

  • About the ongoing significance of an agreement

  • How to make sure any relevant obligations are fulfilled

  • About the rights, obligations and liabilities of partners under an agreement

Drafting a shareholder agreement

A shareholder agreement sets out the ground rules about any issues that affect individuals who own one or more shares in a company (known as shareholders).

While companies aren’t required by law to have a shareholder agreement, it’s highly recommended. That’s because there’s a lot to consider, including:

  • The different types of shares

  • The voting and financial rights of shareholders

  • The division of dividends

  • The process of appointing directors,

  • The process for selling shares

  • The liability of shareholders if the company is in debt

To make sure all of your bases are covered when drafting a shareholder agreement, it’s important to receive expert advice from a specialised business contract lawyer. Our team of corporate lawyers in Adelaide and regional South Australia are here to help with comprehensive advice.

With extensive experience in this area, we can also give honest, practical advice to shareholders about their rights and obligations under a shareholder agreement.

Commercial lease agreements

Looking for property lawyers in Adelaide or regional South Australia to help you draft a commercial lease agreement? Johnston Withers’ team of commercial property lawyers is experienced in representing both tenants and landlords to draft contracts and negotiate commercial lease agreements as well as enforce the terms of the agreement for retail premises and warehouses, for other non-retail uses, or for farming land.

As a small business owner, a commercial lease is one of the most important contracts you can sign. After all, it contains your long-term obligations as well as giving potential opportunities such as renewal rights, incentives and other options.

As a property owner, it’s important to make sure your lease agreement is tailored to your property and complies with all relevant legislation.

Leasing retail property has specific requirements under the Retail and Commercial Leases Act. Some specific leases can also require additional detailed consideration, such as leases for businesses involving dangerous goods, fuel, licences, short term agreements, and shopping centres.

In addition to the rent, you also need to consider outgoings, such as rates and taxes, costs of repairs, common areas, parking areas, access to the land, who pays for the different types of insurance, and other issues.

Given their complex and highly specialised nature, it’s recommended to enlist the help of an experienced commercial property lawyer whenever you’re dealing with commercial lease agreements.

Mortgages and secured debts

The property lawyers in our Adelaide and regional offices have considerable experience acting for large lenders, smaller private and individual lenders, and mortgage brokers in matters relating to mortgages, loan agreements, and secured debts.

We can provide expert assistance in all aspects of mortgage work, including documentation, registration, settlement, discharges and recovery.

This is a highly specialised area, as the lender needs to know:

  • What they’re entitled to lend on

  • What licensing requirements may apply to them

  • Which arrangements their documents need to include regarding the recovery of debts and sale of assets

  • The information required to perform their due diligence, such as the nature of the property, prior securities or encumbrances, and similar issues

We also regularly advise on other matters where the security interest is registered on the Personal Property Security Register.

Our comprehensive commercial and property law advice minimises the risk of future disputes. However, should a dispute arise in the future, we’re also experienced in litigation and alternative dispute resolution methods and can act on your behalf.

Mortgagee in possession

If you lend funds to someone on a mortgage and they default on their payments, you can apply to take possession of the secured property to sell it and recover your debts. When this happens, you’re known as a mortgagee in possession.

It’s important to remember that this is an incredibly complex area of the law and every mortgage is different. If you’re a mortgagee in possession, you have a number of obligations to uphold while acting in relation to the property.

That’s why it’s imperative that both mortgagees and mortgagors seek legal advice specific to their circumstances.

Our property law experts are highly experienced in this field and regularly act for lenders seeking to recover debts against secured property. We can also assist homeowners, and borrowers more broadly, who are facing actions by financiers.

Loan agreements

Whether you’re lending money in a personal or a commercial context, it’s always recommended to formalise the loan agreement to protect both your financial interests and the integrity of your relationships.

Loan agreements are often complicated and there are many factors to consider, such as repayment schedules, security, and avenues for recovery in the event of a default. That’s why it’s important to keep any records that relate to the loan on hand, including bank statements and copies of correspondence.

Our team of contract lawyers is experienced in preparing loan agreements. We’re here to help you navigate this complex financial landscape with honest, practical advice to secure you the most favourable outcome.

We can also assist you with drafting your loan agreement to make sure your rights and obligations are clearly outlined and understood. Should a dispute arise, our specialised litigation and dispute resolution team are on hand to protect your interests.

State Tax issues (including stamp duty/CGT)

From stamp duty to payroll tax, state taxation is a complex but crucial part of every commercial enterprise. Due to the many and varied forms of taxation your business may face, it’s important that you receive expert legal advice when issues arise.

The experienced taxation lawyers in our Adelaide and regional offices can guide you through the costs and benefits of any proposed course of action, so you can rest assured you’re making the best decisions for your business.

In fact, our comprehensive tax advice has often provided significant benefits for clients in terms of their taxation outcomes.

Our taxation lawyers in Adelaide and regional South Australia are also highly experienced in stamp duty and land tax issues, we’re here to help with expert advice about:

  • Transferring land without paying stamp duty, in certain circumstances and in accordance with the relevant legislation

  • The 2019 and 2020 changes to the land tax laws as they relate to the aggregation of properties and calculation of land tax payable

  • The advantages and disadvantages of purchasing land in certain structures

  • What to consider when making property purchases and transfers from a stamp duty and land tax perspective

Intellectual property

Intellectual property is one of your greatest assets and protecting it is important for safeguarding your business’ commercial interests.

Your intellectual property may be compromised if another organisation uses your name or copies your logo.

If you believe your rights have been infringed upon or that your valuable property isn’t adequately protected, our team of intellectual property lawyers is here to help.

Alternatively, we can also help with the registration of certain aspects of your intellectual property, such as trademarks and business names

Our experienced intellectual property lawyers will give you the information you need to consider your position and take appropriate next steps. In particular, we can help with:

  • Trademark law

  • Copyright law

  • Passing off laws

Succession planning

Comprehensive succession planning is important to make sure your assets are secure and the responsibilities for operating your business are clearly spelled out in the event of your retirement or death.

Often, this planning extends beyond the preparation of your will and may include:

  • Consideration of existing trust structures

  • Triggers for the sale of certain assets

  • Whether spouses should or could be included in the distribution or transfer of assets

  • What to do with the management of businesses when you are unable to do so

Johnston Withers’ team of commercial lawyers in our Adelaide and regional offices is here to help with a range of specialised succession planning services.

We can work with your accountants and financial advisers to consider a full range of factors and provide practical advice regarding exit strategies, taxation implications, and asset production. This includes your business’ position, strengths and weaknesses as well as your goals and aspirations for the business or assets.

Remember, although family succession planning and business succession planning often overlap they both should be considered.

Wine law

The laws that apply to the wine industry are wide-ranging and encompass a variety of specialised areas.

Whether you’re a vigneron, winemaker or company executive, our highly experienced lawyers are here to provide honest, comprehensive wine business legal advice. We can help with:

  • Assisting primary producers with business structuring and restructuring, including corporate setup, succession planning, debt recovery, and tax issues

  • Contractual matters, including grape supply contracts, wine distribution agreements, liquor licensing matters, and employment contracts

Terroir-related aspects of the wine industry, including property law matters such as leases, boundary realignments, and land divisions. You can find more on that here.

Meet the commercial & property law team

Kirsty Bennett - Johnston Withers Lawyers

Kirsty Bennett

Practice leader: Commercial
Johnston Withers Lawyers Andrew Mitchard

Andrew Mitchard

Managing director
Alex Hoskings Johnston Withers Lawyers

Alexander Hosking

Senior lawyer
Reyka Quiniones - Johnston Withers Lawyers

Reyka Quiniones

Senior Lawyer
Richard Bradshaw-Johnston Withers Lawyers

Richard Bradshaw

Special counsel
Tim Graney - Johnston Withers Lawyers

Timothy Graney

Anthony Mauriello - Johnston Withers Lawyers

Anthony Mauriello

Practice Leader: Property

News & views from the commercial & property law team

Browse all

How to handle a breach of a commercial lease

Seeking the help of commercial property lawyers is an important step in handling any breach of a commercial lease. We’ve written this guide to help landlords understand their rights and obligations when it comes to how to evict a commercial tenant or deal with tenant rent defaults.

Read more

6 things farmers should know about solar & wind farm lease agreements

Renewable energy projects can be low-stress revenue streams for farmers to earn regular income through good years and bad ones. To make the decision process easier, we’ve spelled out what farmers need to know before signing a solar or wind farm lease agreement.

Read more

Joint tenants vs tenants in common: What’s the difference?

Purchasing property is a significant investment, and getting advice on how to structure the ownership of your property is important; for example, whether to purchase as joint tenants vs tenants in common.

Read more

We’re proud to have helped thousands of South Australian business owners protect their commercial and property interests.

When experience matters, we’re here to help you, too.

Post Code