29/01/2026
“Can you make this contract bullet‑proof?”
It’s one of the questions we hear most often at Bonsai – especially from founders and SME owners who have either lived through a dispute or watched one swallow months of time, energy and cash.
The honest answer is: no.
No contract can make you dispute‑proof. It can’t stop a rogue personality on the other side deciding to behave badly, and it can’t insulate you from the kind of economic shocks we’ve all seen over the past few years – Brexit, Covid, wars and wider geopolitical chaos.
What a good contract can do is more modest and much more useful. It can:
Make the commercial deal genuinely clear.
Show you where the risk actually sits.
Reduce the room for sensible people to disagree.
Give you practical levers if (or when) things go wrong.
In our disputes and corporate teams, the nastiest fights we see rarely start with something that looks obviously “bad”. More often, they come from contracts that are:
Unclear – different people can read them in completely different ways.
Incomplete – key points were “parked for later” and never really nailed down.
Out of date – the wording no longer reflects how the parties actually work day‑to‑day.
Ignored – a beautiful document that no one follows in real life.
One recent example that stuck with us was a post‑completion dispute on an asset purchase.
The founder had copied an agreement from another deal and adapted it himself. On the surface, it looked impressive: dense wording, long schedules, lots of “belt and braces” language. It felt serious and “bullet‑proof” – the kind of thing you’d be proud to send across in a negotiation. No wonder the buyer was more than happy to sign.
But when you sat down and read it carefully, the price mechanics fell apart.
Most of the purchase price was supposed to be triggered by a particular event. On paper, it sounded clever and protective. In reality, the way the trigger was drafted meant that it could not – and would not – ever actually be satisfied. The condition was, in practice, impossible.
The result? The founder had accidentally built a structure where most of his own sale proceeds would never be payable. There was no fraud and no hidden trap. The contract itself had quietly made it impossible for him to get what he thought he’d sold the business for. By the time it reached us, we weren’t “fixing the wording”; we were trying to manage a dispute the wording had created.
From both the litigation and the corporate side, we see the same patterns again and again. The clauses that cause the most trouble in practice are rarely the ones people obsess over in negotiation. The real battlegrounds tend to be:
Governance and decision‑making (who can do what, and how deadlock is resolved).
Change, scope and price (what happens when reality drifts from the original plan).
Exit and termination (how people get out, and on what terms).
Remedies and liability (caps, exclusions, indemnities).
The “boring” boilerplate (jurisdiction, governing law, notices, entire agreement).
For SMEs and founders, chasing the mythical “bullet‑proof” document is usually the wrong goal. It is almost always better to have a clear, workable contract that everyone actually understands and can live with, than a 70‑page masterpiece no one has properly read.
A more useful way to look at contracts is to ask whether they’re “good enough” for the deal and the people in front of you. For us, that often comes down to three questions:
If this goes wrong, what actually happens – and can we live with that?
Are we genuinely comfortable with where the risk sits, given who we’re dealing with and the world we’re operating in?
Would a sensible outsider, reading this cold, understand what we think we’ve agreed?
If you can honestly answer “yes” to those, you are already a long way ahead of most.
If you’d like help understanding what you’re being asked to sign before you commit, or you want a sanity‑check on the wording, negotiation support or a re‑draft that reflects the real deal, our SME‑focused team can help. You can reach Vanessa Challess, Director of SME Services at Bonsai Law, at [email protected].
