Success in business is often down to knowing who to trust, but also taking risks. If every entrepreneur checked every step they took with their lawyers, nothing would ever get done. English law often follows common sense, and is your sword and your shield. The aim of this article is to provide some tips for businesses to avoid disputes and, where they arise, to help you win.


An oral agreement is generally a good contract with some exceptions (e.g., a sale of land which must be in writing and an assignment of copyright which must be signed). Difficulties arise and legal costs increase where there is a need to prove before a judge what was in fact said and agreed. By recording terms of agreements in writing in emails you can avoid a lot of this: the key terms and understandings are there for everyone to see.

An agreement to agree in England is unenforceable, hence why heads of terms are often useless and cannot be sued upon. If you want protection, consider agreeing some clear, enforceable terms with an exclusive option period, pending a more detailed agreement.

Keep it simple. Judges are attracted to simplicity. Often long contracts are a litigator’s dream because they can create competing clauses and sow conflict and confusion.

Apr-Jun 2018 issue