01 — Sectors
Five sectors. Everything else we refer out.
A firm that says it acts for every industry is telling you it has depth in none. These are the five where we know which clause your counterparty always fights about — and knowing that is worth more than knowing the law, which everybody does.
02 — Manufacturing
Manufacturing
Long contracts with customers larger than you, equipment bought on finance, and cash that arrives sixty days after the work does.
“Can we cap our liability?”
Usually yes, and the cap is the clause the customer will concede last. It is worth the argument: an uncapped consequential loss clause can exceed the value of the contract many times over.
“They have stopped paying and we cannot lose them”
The commercial answer and the legal answer differ here. We will give you both and tell you which we would take.
“Our terms are on the back of the invoice”
Then they are probably not your terms. Whose document was signed last usually decides whose terms apply, and it is rarely yours.
“We need B-BBEE credentials to keep this customer”
There are structures that work and structures that are fronting. We only build the first kind.
Supply and distribution agreements · Equipment finance · Debt recovery · B-BBEE ownership structures · Factory leases
03 — Agriculture
Agriculture
Land held in structures built two generations ago, offtake agreements signed on a handshake, and water rights nobody reads until a drought.
“The offtake price formula no longer works”
Most do not, after a season nobody predicted. Whether you can reopen it depends on a force majeure or hardship clause that was probably drafted in three minutes.
“The farm is in a trust and the trustees disagree”
This is the commonest dispute in South African agriculture and it is almost always a drafting problem from decades ago.
“What happens to our water use entitlement?”
It does not automatically follow the land. On a sale it has to be dealt with specifically, and a buyer who does not ask has bought a dry farm.
“A labour tenant has claimed occupation rights”
ESTA and the Labour Tenants Act are unforgiving of landowners who act first and ask afterwards. Phone before anybody is moved.
Offtake and supply agreements · Farm sales and leases · Water use rights · Trust restructuring · ESTA and labour tenancy
04 — Retail and franchising
Retail and franchising
A franchise agreement you did not draft, a lease in a centre you cannot leave, and a Consumer Protection Act that applies to both.
“Can the franchisor really do that?”
Sometimes. The CPA gives a franchisee protections that many franchise agreements quietly ignore, and a disclosure document that was never given is a real problem for the franchisor.
“Our turnover rental is calculated wrongly”
Frequently it is. The definition of turnover in a retail lease is where landlords make money quietly, and it is auditable.
“We want out of a lease with four years left”
There is almost always a commercial route. Whether there is a legal one depends on clauses most tenants never read.
“Somebody is using our name”
A registered trade mark makes this a letter. An unregistered one makes it a lawsuit about passing off. Register first.
Franchise agreements and disclosure · Retail leases · Consumer Protection Act · Trade marks · Supplier terms
05 — Professional services
Professional services
A practice owned by people who are also colleagues and often friends, until somebody wants to leave, retire, or bring a child in.
“A partner is leaving and wants to be bought out”
What the shareholders agreement says about valuation will decide this, and most agreements say something unworkable written by somebody in a hurry.
“Is our restraint enforceable?”
A restraint is enforceable unless it is unreasonable, which is the opposite of what most people assume. Reasonableness turns on area, duration and interest protected.
“We have no buy-sell arrangement and somebody is ill”
Then the practice is exposed and so is the family. This is fixable in a fortnight and it is the single most neglected document in professional practice.
“A client is threatening a claim”
Tell your insurer before you tell the client anything. Notification clauses are strict and late notice can void the cover.
Shareholders and partnership agreements · Restraints of trade · Buy-sell arrangements · Professional indemnity · Practice sales
06 — Technology
Technology
Contracts for a business model that did not exist five years ago, data that is now regulated, and intellectual property that may not be yours.
“Who owns the code our contractors wrote?”
Often the contractors. Copyright in commissioned software does not automatically pass, and this is found in due diligence at the worst possible moment.
“Is our SaaS agreement fit for an enterprise customer?”
A template built for self-service signup will not survive a corporate procurement review. The gaps are always the same four clauses.
“What does POPIA actually require of us?”
Less ceremony and more record-keeping than most people expect. An operator agreement with each processor is the part almost everybody has skipped.
“We are raising and the term sheet has arrived”
The economics are negotiated; the control provisions are where founders lose without noticing. Read the consent matters list first.
SaaS and licensing agreements · POPIA compliance · IP assignment and audits · Investment rounds · Employment and equity
Not in one of the five?
Tell us anyway. We will name a firm that does it every week, which is a more useful answer than taking the file.