Is Your Sale of Business Contract Really Protecting You?
- 02 Jun 2026
- Corporate and Commercial Law
When buying or selling a business, many parties assume that using the NSW Law Society standard contract is enough. In practice, it is only a starting point.
At Maclarens Lawyers, we regularly advise clients that the standard form is intentionally broad. While it accommodates many types of transactions, it does not, and cannot, address the specific risks of a particular deal unless it is carefully tailored.
A key question we continually ask is whether the contract truly reflects the commercial agreement and whether it protects the client in high-risk areas that may not yet have been fully considered.
Courts have repeatedly shown the consequences of relying on a generic approach. In QVB Pharmacy Pty Ltd v Le [2022] NSWSC 1612, the purchaser paid $750,000 for goodwill that was later valued at only $1,886. Despite standard contractual clauses stating that the purchaser had made its own enquiries, the Court held that those provisions did not exclude liability for misleading conduct. The purchaser recovered over $748,000 plus interest.
The lesson is clear: the standard form is not a substitute for careful legal advice. A properly tailored contract is critical not only to reduce risk, but to ensure that the transaction proceeds with certainty and confidence.
At Maclarens, we focus on aligning the contract with the commercial reality of the deal, so our clients are protected both at completion and beyond.
For professional legal advice, contact Maclarens Lawyers on (02) 9682 3777
