We advise business owners, founders and in-house counsel on supply, services and investment agreements, and on buying or selling a business.
Overview
Commercial law is the body of rules that governs how businesses deal with each other. In day-to-day terms it means contracts: agreements to supply goods or services, to buy or sell a business, to appoint an agent or distributor, or to invest in a company.
A contract is only as useful as it is clear. Vague wording about price, delivery, responsibility or termination is a common source of later disputes. Our work is to make sure the agreement says what you think it says, and that you understand the risks on both sides.
Contract law in Pakistan has its own statutory framework and case law, and some transactions need specific formalities or regulatory steps. We tell you which of these apply to your transaction.
We review and draft agreements, advise on negotiations, and support transactions from first discussions to signing. Where a point is a matter of business judgement, we say so and leave that decision to you.
Who we help
- Business owners entering contracts with customers, suppliers or partners.
- Founders raising investment or bringing in a partner.
- Companies buying or selling a business or significant assets.
- In-house counsel who need help with a transaction or a contract template.
How we work
- We establish what the deal is meant to achieve and what matters most to you.
- We review or prepare the documents and explain the key terms and risks.
- We agree the scope and fee approach with you, including alternative fee arrangements where suitable.
- We support negotiation and signing, and advise on the steps that follow.
What to bring to a first conversation
Bring the documents that show how the business is set up and what it has already agreed: incorporation records, any shareholder or investor arrangements, key customer and supplier contracts, and recent correspondence about a deal or disagreement. If you are planning a transaction, a short note of the commercial terms already discussed saves time. If something is still unsigned, tell us, because advice before signing is usually easier to act on than advice after.
Typical work
Supply, services or distribution agreement, drafted or reviewed
Read the related questionAgency or partnership agreement
Read the related questionInvestment or share purchase agreement
Read the related questionDue diligence findings for buying or selling a business
Read the related questionStandard terms of business, reviewed
Read the related question
How a business sale usually moves forward
Deals differ. This is a general outline, not advice on your transaction.
Agree the headline terms
Buyer and seller agree a price and the main conditions, often in a short written summary.
Check the business
The buyer reviews ownership, contracts, debts, licences and disputes. This is called due diligence.
Negotiate the agreement
The parties settle the written agreement, including price adjustments and what each side promises.
Sign and complete
Documents are signed, payment is made and ownership is transferred.
File and follow up
Any required filings are made and records are updated after completion.
Buying shares or buying assets
| Compared on | Share purchase | Asset purchase |
|---|---|---|
| What you buy | Ownership of the company itself | Chosen parts of the business, such as equipment or contracts |
| Existing debts and claims | Usually stay with the company you now own | Can often be left behind, depending on the agreement |
| Paperwork | Usually simpler | Each asset may need its own transfer |
| Contracts with others | Usually continue | May need the other party’s agreement to transfer |
Frequently asked questions
Information on this website is general in nature and is not legal advice. Anything that depends on the law is marked until a lawyer has checked it.
What is commercial law?
Commercial law covers the rules for doing business. That includes contracts, buying and selling goods or services, agency and the relationships between businesses. In practice, most of it is about agreements and what each side is entitled to expect from the other.
What should a business contract include?
It should name the parties, describe what each side must do and by when, and set out the price and payment terms. It should also say how the contract can end and what happens if something goes wrong. Clear wording prevents most disputes.
More detail
Also check any clause limiting responsibility, the governing law and how disputes are to be handled.
Is a signed contract always binding?
Usually, but not always. A contract can be challenged if, for example, it is unclear, was signed without authority, or breaks a legal rule. Signing also does not always mean you can enforce every clause. Have the document checked before you sign, not after.
What is a shareholders’ agreement and do I need one?
It is a contract between the owners of a company. It records how decisions are made, how shares can be sold and what happens if owners disagree. You are not always required to have one, but it is wise when there are two or more owners.
What happens if the other side breaks the contract?
Your options depend on the contract and the breach. You may be able to ask the other side to put it right, claim compensation, or end the contract. Check the contract first, as it may require notice or set out the steps to follow.
More detail
Keep records of what happened and when. We can advise on the route that fits, from negotiation to arbitration or court.
How do I buy or sell a business?
A sale usually involves agreeing a price, checking the business’s legal and financial position, negotiating a written agreement and then completing the transfer. Whether you buy the company’s shares or its assets changes the risks and the paperwork. We explain the difference first.
What checks happen before an acquisition?
The buyer usually carries out due diligence, which means checking the business before committing. This can cover ownership, contracts, debts, licences, employees and any disputes. The findings affect the price and the terms of the agreement. What is checked depends on the deal.
Who can sign a contract for a company?
A company acts through people who have authority. Who has authority depends on the company’s own rules and the decisions its board has taken. Before signing for a company, or with one, confirm the signer’s authority in writing, such as a board resolution.
How long does it take to review a contract?
A short, simple contract can often be reviewed quickly. A long or negotiated one takes longer, especially if several rounds of changes are needed. We give you an estimate when you send the document. Sending it early, with the deadline, helps us plan.
Glossary
- Contract
- An agreement between two or more parties that the law will enforce if its requirements are met.
- Breach
- Failing to do what a contract requires, such as not paying on time or not delivering as promised.
- Due diligence
- A structured check of a business or contract before you buy, invest or commit, to find risks early.
- Indemnity
- A promise by one party to cover another party’s loss in stated situations.
- Liability
- Legal responsibility for a loss, debt or harm. A contract may limit or exclude it.
- Governing law
- The country’s law that decides how a contract is read and enforced, usually named in the contract.
- Warranty
- A statement or promise in a contract about facts, for example that a seller owns what it is selling.
Sources
Official bodies named for reference. Check the current text of any law with the body itself or with a lawyer.
- Contract Act, 1872The long-standing law on contracts in Pakistan. Read the current text on the Pakistan Code.
- Sale of Goods Act, 1930Covers contracts for the sale of goods. Check the current text.
- Companies Act, 2017The main law on companies. Check the current text.
- Pakistan Code (Ministry of Law and Justice)Official federal law database.
Questions about your own matter? Send us a message.
General information. Not yet reviewed by a lawyer.
How we write and check this content: editorial policy.
Information on this website is general in nature and is not legal advice.