The UK Market: A legal guide for business entry & growth
Commercial contracts
Commercial contracts: What you need to know
English contract law is widely regarded as flexible and business friendly. Built on common law principles, it gives parties the freedom to agree on terms with minimal restrictions (as long as those terms are not illegal or contrary to public policy).
However, some commercial contracts must comply with specific laws and regulations, particularly in regulated sectors or public procurement. There are also stricter rules for contracts with consumers.
English law is usually chosen as the governing law in commercial contracts within the UK. While this section focuses on English law, note that contractual principles under Scots law and Northern Irish law may differ in certain areas.
Contract formation
Under English law, a contract does not need to be in any particular form (subject to certain exceptions). An agreement can even be made informally by email or orally. However, for a legally enforceable contract to be formed, these four key elements must be present:
1. Offer: The offer made by one party must be specific and complete enough for the other to accept. If the offer includes terms by reference, the other party must have a reasonable chance to read them before the contract is concluded.
2. Acceptance: The acceptance must be clear and unconditional. Typically, it needs to be communicated to be legally effective, although, in some situations, conduct may signify acceptance.
3. Consideration: As a general rule, a party to a contract can’t enforce a promise unless they have given or promised something in exchange (even if it’s just a nominal amount).
4. Intention to create legal relations: Both parties must intend to enter a legally binding agreement.
Statutory and common law controls
Implied terms: Beyond the express terms agreed between the parties, certain terms may be implied into commercial contracts. This might be due to your previous dealings, what you both intended or by statute. For example, the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 imply some terms into business contracts – like goods matching their description, satisfactory quality and fitness for purpose. You can exclude some of these, but the Unfair Contract Terms Act 1977 (UCTA) restricts exclusions in some cases or may require them to meet a ‘reasonableness test’.
Limiting liability: Limitation and exclusion provisions are usually the most complex and heavily negotiated clauses in commercial contracts. Some of the rules are set by statute, others by the English courts. Some liabilities can’t be limited by a contract term, while others may only be limited if the terms are clear and reasonable (where UCTA applies). It's vital to draft limitation or exclusion clauses carefully to ensure compliance with the relevant rules. Similarly, you need to take care to make sure that any liquidated damages don’t fall foul of the common law requirements against penalties.
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A legal guide for business entry & growth
The UK market guide
This guide provides an overview of the relevant legal considerations when setting up in the UK and explains how our expert team supports you throughout each stage of your expansion journey.
Structure & tax
Explore the best legal and tax structures for entering the UK market. Learn how to minimise risk, ensure compliance and choose the right setup - through subsidiaries, branches or joint ventures.
Commercial contracts
Understand how English contract law supports flexible, enforceable agreements. Discover key principles, common pitfalls and how we draft commercial contracts that protect your interests.
Regulatory Compliance
Understand the UK’s regulatory landscape and how it affects your business. This section covers key areas - helping you manage risk, meet legal obligations and operate confidently across sectors.
Banking & Finance
Navigate the UK’s dynamic finance landscape with expert guidance. Learn how to structure deals, access funding and leverage ESG-linked instruments to support long-term investment strategies.
Leasing Real Estate
Practical insights into UK leasing laws across jurisdictions. Understand registration, energy standards and tenant protections to make informed decisions when leasing in commercial property.
Employment & Pensions
Ensure compliance with UK employment law. Learn how to structure contracts, manage statutory rights while staying ahead of upcoming legal reforms and pension obligations.
Business Immigration
Explore UK immigration routes for business expansion. Understand visa options, sponsorship requirements and compliance risks to ensure smooth relocation and legal planning for personnel.
Data Protection
Stay compliant with UK GDPR and the new Data Use and Access Act. Learn how to manage personal data, lawful bases, international transfers and individual rights with confidence and clarity.
Intellectual Property
Protect and monetise your innovations with UK IP law. Explore patents, trade marks, copyright and design rights - learn how to enforce, license and leverage IP for commercial advantage.
Franchise Laws
Understand the legal framework for franchising in the UK. Learn how to structure agreements, manage IP, comply with competition law and support franchisees while protecting your brand and business.
International Trade
Navigate the UK’s post-Brexit trade landscape. Discover how to manage tariffs, export controls, and trade remedies to protect your supply chain and maximise global opportunities.