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Lawbase An online law firm for business owners and entrepreneurs. We provide timely, practical and affordable commercial law services so you can get on with business.

A franchisor makes a commercial decision that hurts a franchisee’s bottom line. Does that mean they’ve failed to act in ...
08/10/2026

A franchisor makes a commercial decision that hurts a franchisee’s bottom line. Does that mean they’ve failed to act in good faith? Not necessarily.

Franchisors generally have significant discretion over how their franchise system operates – from changing products and branding to setting prices and introducing new strategies. But that discretion must be exercised in good faith.

The distinction was tested in a case involving Pizza Hut franchisees, who suffered financial losses after the franchisor introduced a strategy that reduced pizza prices and simplified the product range.

The Court found that good faith and reasonableness should be considered together. The question wasn’t simply whether the commercial decision produced a reasonable outcome for every franchisee, but the quality of the franchisor’s conduct in making that decision.

It’s an important distinction for both sides of a franchise relationship.

For franchisors, commercial decisions should be properly considered, consistent with the franchise agreement and made with franchisees’ rights and interests in mind.

For franchisees, it’s important to understand how much discretion a franchise agreement gives the franchisor – and how changes to the broader franchise system could affect your individual business.

Good faith doesn’t remove commercial risk from franchising. A well-drafted agreement and a clear understanding of each party’s rights can help both sides navigate that risk.

Financial trouble doesn’t necessarily mean a company is insolvent. But it does mean directors need to pay closer attenti...
03/10/2026

Financial trouble doesn’t necessarily mean a company is insolvent. But it does mean directors need to pay closer attention.

A company is generally insolvent when it can’t pay its debts as and when they fall due. In practice, determining insolvency isn’t always straightforward – it requires looking at the company’s overall financial position and commercial reality.

For directors, the important point is not to wait until the situation becomes critical.

If a company is experiencing financial difficulty, warning signs might include:
→ continuing losses or cash flow problems
→ overdue tax or trade creditors
→ suppliers moving to cash-on-delivery terms
→ difficulty accessing further finance
→ creditors being paid outside their usual trading terms
→ an inability to produce timely, accurate financial information

Directors have a duty to prevent their company from trading while insolvent. That means monitoring the company’s position closely, acting early when concerns arise and seeking appropriate legal and financial advice.

It’s also worth considering the ‘what ifs’. If the business is relying on a capital raise, asset sale or new finance to get through a difficult period, what happens if that plan is delayed or falls through?

The earlier directors understand the company’s position and explore the available options, the more opportunity there may be to address the problem.

It's a proud moment for us – we won the Legal Services category at the Australian Women’s Small Business Champion Awards...
29/09/2026

It's a proud moment for us – we won the Legal Services category at the Australian Women’s Small Business Champion Awards 2026.

This recognition means a great deal to us.

LawBase was built around a clear purpose: to make commercial legal support practical and accessible for business owners, and to help our clients navigate complex decisions with greater clarity and confidence.

We’re fortunate to work with ambitious founders and business owners across Australia who trust us with important moments in their businesses – from getting the right foundations in place to navigating growth, change and complex commercial matters.

Thank you to our clients for that trust, and to our team for the knowledge, care and commitment they bring to every matter.

We’d also like to congratulate the other female-led businesses recognised and nominated at this year’s awards. It was a privilege to celebrate alongside so many impressive Australian small businesses.

And, of course, thank you to the Australian Women’s Small Business Champion Awards and the judges for recognising LawBase.

We’re very proud to bring this one home.

A dispute resolution clause is meant to help resolve disagreements – not create another one.Alternative Dispute Resoluti...
23/09/2026

A dispute resolution clause is meant to help resolve disagreements – not create another one.

Alternative Dispute Resolution (ADR) clauses can give businesses a pathway to resolve disputes through negotiation, mediation, expert determination or arbitration before resorting to litigation.

The potential benefits are significant: a process that can be quicker, less costly and confidential, while giving parties a better chance of preserving their commercial relationship.

But simply adding a standard ADR clause to a contract isn’t enough.

The clause needs to be clear about the process the parties must follow and appropriate for the types of disputes that could realistically arise. Uncertainty around matters such as how a mediator is appointed, what steps must be completed or what it means to negotiate “in good faith” can create further disagreement – and may even affect whether the clause is enforceable.

The best time to agree on how you’ll handle a dispute is before there is one.

Carefully considering your ADR process when negotiating a commercial contract can give both parties a clearer path forward if the relationship runs into trouble.

Your website probably doesn’t look the same as it did when you launched your business.You may have added new services, s...
18/09/2026

Your website probably doesn’t look the same as it did when you launched your business.

You may have added new services, started collecting more customer information, introduced online payments or subscriptions, changed how customers buy from you, or simply grown into a more established business.

But have your website legals kept up?

Your website terms, privacy policy and other legal documents shouldn’t be something you set up once and forget about. As your business changes, the way you interact with customers – and the risks you need to manage – can change too.

That’s where our Website Legal Package comes in.

Designed for growing Australian businesses, the package gives you tailored website legal documents that reflect how your business actually operates, rather than relying on generic templates that may not suit your circumstances.

It’s a practical way to strengthen the legal foundations behind the website you’ve worked hard to build.

Find out what’s included via the link in comments.

The other party has breached your contract. Can you just terminate it and walk away? Not necessarily.Terminating a contr...
14/09/2026

The other party has breached your contract. Can you just terminate it and walk away? Not necessarily.

Terminating a contract is a significant legal step – and getting it wrong can create a new problem rather than solve the original one.

Depending on the circumstances, a right to terminate may arise because of:
– A breach of an essential condition
– Frustration, where an unforeseen event makes the contract impossible to perform or fundamentally changes the obligations
– A significant mistake made when the contract was formed
– A force majeure event covered by the contract
– Other factors such as illegality, duress or undue influence

But having concerns about the other party’s performance doesn’t automatically give you the right to terminate.

Before taking action, it’s important to understand what the contract says, whether you have a valid basis for termination and what obligations could continue afterwards. Confidentiality, intellectual property and other contractual obligations, for example, may survive termination.

And if you terminate without a legal right to do so, you may expose your own business to a claim for damages.

Before you walk away from a commercial contract, understand exactly where you stand – and what terminating could mean for your business.

Your employment has ended. But what happens to the entitlements you’ve built up along the way?Whether you’ve been made r...
11/09/2026

Your employment has ended. But what happens to the entitlements you’ve built up along the way?

Whether you’ve been made redundant or dismissed, your final entitlements can depend on several things – including your award, registered agreement, employment contract and applicable workplace policies.

Depending on your circumstances, this may include:
• Outstanding wages and annual leave
• Payment in lieu of notice
• Redundancy pay
• Long service leave

The reason your employment ended matters too, as it can affect what notice and payments you’re entitled to receive.

If your employer has gone into liquidation or bankruptcy and can’t pay certain outstanding entitlements, eligible employees may also be able to make a claim through the Fair Entitlements Guarantee (FEG).

And if you believe your dismissal was unfair or unlawful, it’s important to act promptly. As outlined in our article, applications for unfair dismissal and general protections dismissal generally need to be made to the Fair Work Commission within 21 days of dismissal.

Knowing what applies to your situation starts with understanding your employment arrangements and checking what you’re entitled to.

When you’re starting a business, there’s always something that feels more urgent than the legals.Finding customers. Buil...
09/09/2026

When you’re starting a business, there’s always something that feels more urgent than the legals.

Finding customers. Building the website. Refining your offer. Managing cash flow. Getting the business off the ground.

But some legal decisions are much easier – and often less costly – to get right at the beginning than to untangle later.

There are six key areas founders should consider early:
→ Choosing a business structure that suits your circumstances and growth plans
→ Putting a shareholders’ or partnership agreement in place if you’re going into business with others
→ Correctly engaging employees and independent contractors
→ Having appropriate terms and conditions for how you do business
→ Addressing how you collect and use personal information
→ Identifying and protecting valuable intellectual property

Not every start-up will need exactly the same legal framework. What matters is understanding where your risks are, what needs attention now and what can reasonably wait until the business develops further.

Good legal foundations aren’t about adding unnecessary complexity to a new business. They’re about giving it a stronger base to grow from.

“We’ve worked together for years. We don’t need a contract.”Until you remember the deal differently.A handshake agreemen...
03/09/2026

“We’ve worked together for years. We don’t need a contract.”

Until you remember the deal differently.

A handshake agreement or verbal arrangement can, depending on the circumstances, create a legally binding contract. The bigger problem is often proving exactly what everyone agreed to when there’s nothing clearly documented.

Perhaps you agreed on the work and the price. But what about the details you didn’t discuss?
→ What happens if the work is late?
→ Can the price change?
→ Who owns the intellectual property?
→ Can either party terminate the arrangement?
→ What happens if something goes wrong?

These questions become particularly important when an arrangement involves significant money, ongoing obligations, confidential information, employees or contractors, assets or shares.

Putting an agreement in writing doesn’t mean you don’t trust the other party. It gives both sides a shared reference point – and can help protect a good commercial relationship by addressing uncertainty before it becomes a dispute.

And it doesn’t always require a lengthy, complicated contract. Depending on the arrangement, a short, commercially focused agreement may be enough to give everyone greater clarity.

Trust is valuable. Clarity is better.

When should you speak to a lawyer about your business? Preferably before something goes wrong.Business owners make decis...
01/09/2026

When should you speak to a lawyer about your business? Preferably before something goes wrong.

Business owners make decisions with legal implications all the time – often without thinking of them as “legal” decisions.

“We’ve agreed on everything – do we really need a contract?”
“This template looks fine. Can’t I just use it?”
“We all get along. Why would we need a shareholders agreement?”
“Can’t I just hire them as a contractor?”
“I’ve registered my business name. Isn’t my brand protected?”
“This contract looks pretty standard. Can I just sign it?”

There isn’t always a complicated answer. And you don’t necessarily need a lawyer involved in every business decision.

But getting advice at the right time can help you understand the trade-offs, identify risks you may not have considered and put appropriate protections in place while you still have options.

That might be when you’re starting or restructuring, bringing in a business partner, hiring your team, entering an important contract, protecting your IP or preparing for growth or an eventual exit.

A commercial lawyer’s role isn’t just to help resolve problems. It’s also to help you make better-informed business decisions before those problems arise.

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Suite 407, Level 4, 165-167 Phillip Street
Sydney, NSW
2000

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Wednesday 9am - 6pm
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