Commercial Lawyers Sydney

Contracts, shareholders agreements, business sales and structures. Drafted by a litigator who has seen what happens when they're not.

BOS Legal is a Sydney CBD firm led by a commercial litigator. Most of the disputes we run trace back to a document that was never signed, never drafted, or never read. Our advisory work exists to stop that happening to you. Contracts and agreements written for how businesses actually fall out, not how they hope to get along.

Fixed fees on most documents. Quoted before we start.

Where are you up to?

What's on your desk?

If one of these is on your desk right now - each one is a point where the right document saves you a dispute later. Tap the one that's yours.

What we do

What we do

Business lawyers for the documents that decide who wins later

Every commercial relationship ends one day. The business is sold, a partner leaves, a supplier fails, a customer stops paying. The document you signed at the start decides whether that ending costs you a conversation or a court case. That’s the lens we draft through. We act for business owners, directors, shareholders and investors across New South Wales, from first company to sale.

What we draft, review and negotiate

Shareholders and partnership agreements

Decision-making, deadlock, exits, valuation, drag and tag, restraints, and what happens on death or divorce.

Company setup and structures

Pty Ltd, trusts, holding companies, constitutions and director arrangements, built around your accountant's tax advice.

Buying and selling a business

Heads of agreement, due diligence, sale contracts, lease assignment, employee transfer, restraints and completion.

Commercial contracts

Supply, services, distribution, licensing, consultancy, subcontractor and joint venture agreements. Drafted, or reviewed before you sign.

Terms of trade and credit applications

Terms that survive a dispute: interest, retention of title, PPSR registration, personal guarantees and costs recovery.

Director and shareholder advice

Duties, conflicts, related-party dealings, minority protection, appointing and removing directors, share transfers and buy-backs.

Restraints and confidentiality

Non-competes and NDAs a court will actually enforce, for employees, contractors and outgoing owners.

Commercial and retail leases

Reviewing and negotiating leases, assignments, options, make-good and Retail Leases Act obligations.

Franchise and licensing

Reviewing franchise agreements and disclosure documents before you commit, and licensing your brand or product to others.

Australian Consumer Law compliance

Consumer guarantees, unfair contract terms, advertising and pricing claims, and terms that hold up under the ACL.

We'd love to act for you!

Give us a call or send us a message, and we'll let you know how we can help. There's no charge for an initial conversation about your matter.

Which document, when

Which document at which stage

Most owners get these in the wrong order, usually after something has gone wrong. This is the order that avoids the dispute.

“Each document is cheapest at the stage it belongs to. A shareholders agreement at incorporation is a fixed-fee job. The same agreement negotiated after a falling-out is a mediation.

Skipped a stage? It's usually fixable, and always cheaper now than after the falling-out.

From the other side of the courtroom

The five clauses we see in court most

Get these right and you may never see us as litigators. Every one of these has produced a Supreme Court matter.

  1. Deadlock

    Two 50% shareholders, no casting vote, no mechanism. The company can't act and neither can they. A deadlock clause with a forced-sale or shotgun mechanism ends it in weeks instead of years.

  2. Exit and valuation

    A partner wants out and nobody agreed how to price the shares. Every dollar of the valuation becomes a fight. Agree the formula while everyone is still friends.

  3. Restraints that don't hold

    A non-compete written too wide is a non-compete that doesn't exist. Courts read them down or refuse them. A restraint has to be tailored to what is actually being protected.

  4. Warranties on a business sale

    The buyer inherits a tax debt, a lease that can't be assigned, or staff entitlements nobody adjusted for. What the seller warranted, and for how long, decides who pays.

  5. Terms of trade nobody signed

    Your terms sit on your website and nowhere else, so the customer never agreed to them. The interest clause, the retention of title and the costs clause are worth nothing. Terms have to be accepted in writing before the first invoice.

Three ways we work
DraftThe document built for your deal, not a template with the names changed.
ReviewSomeone else's document, marked up with what to push back on and what to accept.
FixThe agreement you already have, with the holes closed before they matter.

A good agreement is one you never have to read again. That's the standard.

The money

Fees

Advisory work suits fixed fees, so that’s how most of it is priced.

Fixed fees on standard documents

Shareholders agreements, terms of trade, contract reviews, company setup and sale of business contracts. You get a written fixed-fee quote after the first call and it doesn't move unless the scope does.

Hourly where it has to be

Negotiations, due diligence and bespoke deal work are quoted as a stage estimate, with a cap you approve before we start. Nothing runs past the cap without your say-so.

Hourly rate: $350 plus GST

What the first call covers

Twenty minutes, no charge. Tell us what you're doing and we'll tell you which document you actually need, roughly what it costs, and whether you need us at all.

What it saves

A defended shareholder dispute in the Supreme Court commonly costs each side $50,000 to $150,000 and runs 12 to 24 months. A shareholders agreement costs a fraction of that and takes about two weeks.

Indicative fixed fees

A guide only. Your quote comes in writing after the first call, once we know the scope.

  • Contract reviewSomeone else's agreement, marked up with recommendationsfrom $2k+
  • Terms of trade and credit applicationIncluding PPSR and personal guarantee provisionsfrom $1k+
  • Shareholders or partnership agreementTailored, including deadlock, exit and valuationfrom $3k+
  • Company or trust setupRegistration, constitution and director arrangementsfrom $2k+
  • Sale of business, buyer or sellerContract, lease assignment and completionfrom $5k+

Want a quote for your document?

Book the 20-minute call. You’ll have a fixed fee in writing the same day.

Your lawyer

Erica Bosloper, Principal

Erica Bosloper, Principal of BOS Legal

Erica is a commercial litigator and the principal of BOS Legal. She leads the firm's advisory work because she has spent her career at the other end of it: the shareholders agreement that didn't cover the exit, the sale contract with the warranty nobody read, the restraint that didn't hold. Every document she drafts is written against that experience.

With nearly twenty years in civil and commercial law, Erica has acted for corporations, business owners, builders and private clients in matters ranging from breach of contract and insolvency through to large group proceedings. She cuts through legal complexity and explains what actually matters, so clients can make confident decisions about their commercial position.

Her test for every clause is the same. If this goes wrong in three years, what does a judge do with it? If the answer isn't clear, the clause gets rewritten.

Shareholders agreementsBusiness salesCommercial contractsTerms of tradeStructures

Why BOS Legal

Why BOS

Built for the fight you’d rather not have

Litigator-drafted

The person writing your agreement has run the dispute it is designed to prevent.

Fixed fees, quoted first

Most documents on a fixed fee, in writing, before any work starts.

Your accountant stays in the loop

Structures and business sales are tax decisions too. We work with your accountant, not around them.

Sydney CBD, NSW-wide

Grosvenor Place. Most advisory work runs by phone, video and email, wherever you are in the state.

When it has already gone wrong
If the agreement was never signed, or it was and the other side has ignored it, that is a dispute rather than a drafting job. Same firm, same principal, different page.

Get a straight answer!

No charge for the first conversation. Confidential.

FAQ

Commercial litigation questions, answered straight

Real answers with the NSW deadlines and numbers in them. If yours isn't here, it's a 20-minute call and there's no charge.

Yes, and two-person companies need one most. Without an agreement you're governed by the company's constitution and the Corporations Act's replaceable rules, which say almost nothing useful about deadlock, exits, valuation or what happens when one of you wants out. Fifty-fifty with no agreement is the single most common way a business ends up in the Supreme Court.

The constitution is the company's rulebook and binds the company and its members. A shareholders agreement is a private contract between the shareholders and can cover things a constitution can't, or shouldn't, be public about: exit prices, restraints, funding obligations, dispute mechanisms. You want both, and they need to agree with each other.

You can, and it'll be fine right up until you need it. Templates are written for nobody, so the clauses that matter in a dispute (what happens on breach, how termination works, who wears which risk) are generic or missing. A reviewed template is a reasonable middle path. An unreviewed one is a gamble you find out about later.

For a small business purchase, legal fees are commonly a few thousand dollars for the contract and completion, more if due diligence is substantial or the lease is complicated. We quote a fixed fee after the first call. The cost of not doing due diligence is usually a liability you inherit at settlement: unpaid tax, staff entitlements, or a lease that can't be assigned.

Payment terms and interest on late payment, retention of title until you're paid, a right to register on the PPSR, personal guarantees from directors of company customers, a costs recovery clause, limitation of liability, and a clear acceptance mechanism so the customer has actually agreed to them. Terms that live only on your website usually fail the last test.

Only if they're reasonable. NSW courts will enforce a restraint that protects a legitimate interest (client relationships, confidential information, goodwill on a sale) for no longer and no wider than necessary. NSW has the Restraints of Trade Act, which lets a court read a restraint down rather than strike it out entirely, which helps, but a restraint written as wide as possible is still the one most likely to fail.

Before the heads of agreement, not after. The heads of agreement locks in price, structure and the big commercial terms. Once they're signed, the lawyer's job becomes damage control instead of negotiation.

Yes, and for structures and business sales we insist on it. Whether you buy assets or shares, whether the entity is a company or a trust, and how the price is apportioned are tax decisions with legal consequences. We work with your accountant so the legal documents match the tax advice.

Checking…

Most people never actually get to speak to a lawyer.

One in three callers to a law firm never reaches a person, and more than forty per cent wait three days or longer for a reply. That isn't how we run this. Call BOS Legal and you'll speak to a solicitor — usually the one who'd run your matter.
CALL US DIRECTLY

(02) 8000 1220

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If a deal is closing this week, say so — we'll prioritise it.
Other practice areas

Commercial law questions, answered straight

If a deal is closing this week, say so — we'll prioritise it.
Agency appearances →

Sydney and regional NSW court appearances for interstate and out-of-town solicitors. Fixed fee, same-day confirmation, court-by-court pricing.

Commercial Litigation & Dispute Resolution →

Contract, shareholder, debt and business disputes in every NSW court. A written view on prospects and cost before you commit to a fight.

Criminal Law, Traffic & Licensing →

Local Court through to appeal. Charges, bail, drink and drug driving, licence suspension appeals and disqualification removal. Urgent matters answered the same day.

Employment Law & Fair Work Commission →

Unfair dismissal, general protections, redundancy and restraints of trade. Acting for employees and employers. Strict 21-day deadlines apply.

Family Law →

Separation, property settlement, parenting arrangements and de facto claims. Clear advice at a difficult time, without inflaming it.

Wills & Estates →

Wills, powers of attorney, probate and estate administration, and contesting a will in NSW. Structured properly the first time, so your family isn't left arguing.

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