Introduction Scaling an enterprise, chasing down unpaid invoices, and signing a new commercial lease each call for a distinct kind of judgement, yet all three tend to land on the desk of the same adviser: your business lawyer. In a market as crowded as Melbourne's, telling genuine commercial insight apart from polished but generic legal service is not always straightforward, and the cost of getting that choice wrong is rarely trivial. A lawyer who misreads your priorities, or who simply cannot move at the pace your business operates, can turn a routine matter into an expensive one. This guide considers what a business lawyer actually does, what engaging one typically costs across Melbourne, and the signs that a firm has grown too large, or too process-driven, to serve a business the way yours needs to be served. By the end, you should have a clearer sense of how to choose a business lawyer in Melbourne who treats your growth as the objective, not merely the file. What Does a Business Lawyer Do? A business lawyer manages the legal mechanics that keep a company operating within Australian and Victorian law, while working to advance its commercial ambitions rather than simply policing them. Their remit typically spans drafting and reviewing commercial contracts, ensuring franchise disclosure documents remain current and compliant, managing the sale or acquisition of a business, structuring companies for growth or succession, and resolving disputes before they consume time and capital better directed elsewhere. The thread running through all of this work is the same: protecting your commercial interests and containing risk, so attention can return to growth rather than to problems that should never have been allowed to escalate. Businesses that straddle several areas of law at once, from commercial law to franchising, tend to benefit most from an adviser who can move fluently between them rather than treating each matter as an isolated transaction. How Much Does a Business Lawyer Cost in Melbourne? Legal fees across Melbourne vary considerably, shaped less by the quality of advice on offer than by a firm's cost structure and overheads. Hourly rates for business law work generally sit between $350 and $800 or more, depending on the seniority of the practitioner and the complexity of the matter. A growing number of practices, however, have moved beyond time-based billing altogether, offering fixed fees for defined services such as preparing a lease compliant with the Retail Leases Act 2003 (Vic) or refreshing a set of standard terms of trade. Premium CBD rates are not a reliable proxy for premium advice. What actually matters is transparent pricing paired with a genuine sense of commercial realism, rather than overheads passed on to the client as a matter of course. Weighing Up Hourly Rates and Fixed Fees As a general rule, hourly billing tends to fit fluid, harder-to-scope engagements, such as a dispute where the path to resolution is not yet clear. Fixed fees, by contrast, suit defined and repeatable work, letting a business owner budget with confidence before a matter even begins. The more useful question when comparing quotes is not which firm charges less, but which one can explain, in plain terms, exactly what is included and why. Clarity at the outset tends to say more about a firm's approach than the rate card ever will. Red Flags When Hiring a Business Lawyer Before engaging any firm, it is worth watching for a handful of patterns that tend to predict a frustrating relationship further down the track. Overpriced and Poor Service A firm that charges premium fees for standard commercial work while offering little in the way of responsiveness or proactive communication is not pricing for expertise; it is pricing for its own overheads. If invoices consistently outpace the value delivered, or updates only arrive when chased, that firm has not understood what your business actually needs from it. The Bait and Switch You meet a senior partner at the outset, yet the day-to-day carriage of your matter is quietly handed to a rotating cast of junior associates with little grasp of your commercial context. This pattern is common in larger practices, where senior time is reserved for winning new work rather than managing the files already on the books. Academic Advice Instead of Commercial Strategy Some lawyers can recite legislation at length yet stop short of translating that knowledge into a strategy that protects your bottom line or resolves the problem actually in front of you. Advice that stays theoretical is advice that leaves the real decision back in your hands, when the point of engaging counsel was to have that decision informed by someone who understands both the law and your business. The Boutique Advantage for Melbourne Businesses Many business owners find that large-scale corporate practices deliver an impersonal experience alongside invoices that feel disproportionate to the work performed. Engaging a smaller, boutique firm is often the more effective choice, particularly for complex matters such as business structuring, recovering non-payments in construction disputes, and commercial leasing. A boutique practice allows you to deal directly with a principal lawyer who understands your operational realities, rather than being routed between departments as your matter unfolds. That direct access delivers the sharp, sophisticated counsel expected of a major firm, paired with the agility and personal attention a scaling business actually needs. How We Can Help At Whelan Lawyers, our practice is built around senior-level access from the first conversation, not as an escalation once a matter has become difficult. That approach is informed by time spent inside businesses as General Counsel, including in-house roles with Jim's Group and Clark Rubber, alongside earlier commercial contracts experience at Cummins South Pacific and Lord Commercial Lawyers. It means we bring a working understanding of how commercial decisions actually unfold inside a business, whether that involves recovering an unpaid invoice, refreshing a franchise disclosure document, or negotiating the next stage of a lease. You can read more about this background on Neda Whelan's profile. If you are weighing up legal support for your business, get in touch to discuss how we can help. Frequently Asked Questions How much does a business lawyer cost in Melbourne? Costs vary depending on the firm and the complexity of the matter. Hourly rates generally sit between $350 and $800 or more, though many firms now offer fixed fees for defined work such as lease preparation or updating terms of trade. Ask for a clear cost estimate before any work begins. What is the difference between a boutique firm and a large corporate practice? A boutique firm typically offers direct access to a principal lawyer throughout your matter, along with more considered pricing for standard commercial work. A large corporate practice may offer broader resourcing, but often at the cost of the personal attention a scaling business tends to need most. What red flags suggest I should look elsewhere for legal advice? Watch for firms that charge premium rates without matching responsiveness, hand your matter to junior staff without ongoing oversight, or offer advice that quotes the law without addressing your actual commercial problem. Can a business lawyer help recover unpaid invoices? Yes. A business lawyer can pursue overdue payments through formal demand, negotiation, or, in construction matters, statutory adjudication under security of payment legislation, giving you a faster path to resolution than waiting on informal follow-up. Disclaimer: This article has been prepared by Whelan Lawyers as general information for those considering the purchase of a franchise. It is not legal advice and is not a substitute for advice tailored to your specific circumstances. Where particular circumstances apply, such as industry-specific licensing or the purchase of an existing franchised outlet, you should obtain advice from an experienced franchise lawyer.

Introduction For most businesses, a commercial lease represents one of the largest and longest financial commitments they will ever make. A single lease can bind an enterprise for three, five or even ten years, and the terms agreed at the outset shape everything from monthly cash flow to the eventual sale value of the business. It is little wonder then that many Melbourne business owners pause before signing and ask a sensible question: do I really need a lawyer to review a commercial lease? The honest answer is that while no law compels you to engage one, a considered commercial lease review is among the more prudent investments a tenant can make. This article explains what is genuinely at stake in a lease, the issues a review is designed to uncover, and how to decide when professional advice is worthwhile for your circumstances. Why a Commercial Lease Review Matters A commercial lease is rarely a neutral document. It is almost always prepared by the landlord or the landlord's advisers, and it is drafted to protect their interests. That does not make it unfair, but it does mean the balance of obligations tends to sit with the tenant unless the terms are tested and negotiated. The financial consequences extend well beyond the headline rent. Outgoings, rent review mechanisms, make-good obligations and personal guarantees can each carry liabilities that dwarf the modest cost of a review. In Victoria, the position is shaped further by whether the premises fall under the Retail Leases Act 2003 (Vic), which affords retail tenants protections that do not apply to purely commercial arrangements. Identifying which regime governs your lease is itself a task that benefits from experienced eyes, because the answer changes what the landlord must disclose and what costs may lawfully be passed on to you. Ready to partner with a legal team that understands the realities of running a business? At Whelan Lawyers, we deliver sharp, commercially grounded advice without the bloated fees and impersonal service of large corporate practices. Discover how we can protect your business interests and support your growth by visiting our Commercial Leasing Services page today. Key Legal Points to Understand A lease review is not simply a proofread. It is a structured assessment of the commercial and legal risk embedded in the document. Several areas reward particularly close attention. Whether the Retail Leases Act applies The Retail Leases Act 2003 (Vic) governs many, though not all, leases of retail premises in Victoria. Where it applies, it requires the landlord to provide a disclosure statement and a copy of the proposed lease before the lease is entered into, and it restricts the recovery of certain costs from the tenant. Premises that fall outside the Act rely almost entirely on the negotiated terms of the lease, which makes a careful reading all the more important. Rent reviews and increases Few clauses affect long-term affordability more than the rent review mechanism. Leases commonly provide for fixed percentage increases, movements tied to the Consumer Price Index, or market reviews, and each operates quite differently. A clause that compounds aggressively across a long term can quietly erode a healthy margin. A review clarifies exactly how, and how often, your rent is likely to rise. Term, options and critical dates The length of the term, the existence of any option to renew, and the precise dates by which an option must be exercised are frequently misunderstood. Missing an option deadline can mean losing premises into which a business has invested for years. A lawyer identifies these dates early and explains the consequences of letting them pass. Make-good and reinstatement obligations Make-good clauses require a tenant to return the premises to a defined condition at the end of the lease. Depending on the drafting, this can involve substantial and unwelcome cost, sometimes including the removal of fit-out the tenant paid to install. Clarifying the scope of these obligations before signing allows you to budget realistically or to negotiate a fairer position. Outgoings, guarantees and assignment Tenants are often liable for outgoings such as council rates, insurance and building maintenance, and the way these are defined varies widely between leases. Personal guarantees, which expose individuals beyond the business entity, warrant especially close scrutiny. The rules governing assignment and subletting matter too, particularly for any owner who may one day wish to sell the business and transfer the lease as part of that sale. Practical Guidance and Next Steps The most effective lease reviews happen before anything is signed, and ideally before the heads of agreement are settled, because commercial terms are far easier to influence at that stage. Engaging a lawyer early leaves room to negotiate rather than merely to identify problems after the fact. It helps to gather the full suite of documents, including the proposed lease, any disclosure statement, plans and special conditions, so that the review is complete rather than partial. It also pays to be candid with your adviser about your plans, since a lease that suits a stable operation may constrain a business with ambitions to expand, relocate or sell. Common missteps include relying on a landlord's assurance that a clause is standard, assuming a previous lease will resemble a new one, and underestimating the cumulative cost of outgoings and rent reviews across the full term. If you are unsure whether a particular obligation applies to your situation, that uncertainty is itself a sound reason to seek advice before you commit. How Whelan Lawyers Can Help At Whelan Lawyers, we approach a commercial lease review as a commercial exercise as much as a legal one. Our Principal, Neda Whelan, has served as in-house General Counsel within significant Australian businesses, and that background informs how we read a lease: not only for legal risk, but for the practical effect each clause will have on how a business operates, grows and is ultimately sold. We work with tenants and landlords across Melbourne to identify the terms that matter, explain them in plain language, and negotiate improvements where the commercial case supports it. If you are considering a new lease, a renewal or an assignment, we would welcome the opportunity to review the document with you before you sign. Contact our team to arrange a discussion about your lease. Frequently Asked Questions Is a lawyer legally required to review a commercial lease? No. There is no legal obligation to engage a lawyer before signing a commercial lease in Victoria. Because a lease is a binding, long-term contract that is usually drafted to favour the landlord, however, a professional review is a sensible precaution that frequently saves far more than it costs. What is the difference between a retail lease and a commercial lease in Victoria? A retail lease generally involves premises used to sell goods or supply services and may be governed by the Retail Leases Act 2003 (Vic), which gives tenants certain protections. A commercial lease that falls outside the Act relies on its negotiated terms, so the protections a tenant enjoys depend heavily on what has been agreed in the document itself. When should I have my commercial lease reviewed? Ideally before you sign anything, and preferably before the heads of agreement are settled. Reviewing the lease early gives you the opportunity to negotiate terms rather than discover unfavourable provisions once you are already committed to them. How much does a commercial lease review cost? The cost depends on the length and complexity of the lease, but it is generally modest set against the financial exposure a lease creates over its full term. We are glad to provide an estimate once we understand the scope of the document you are dealing with. Disclaimer: This article provides general information only and is not legal advice. The law is complex and varies based on individual circumstances. You should seek specific legal advice about your particular situation before making any decisions about legal matters. Neda Whelan Neda Whelan is the Founder and Principal of Whelan Lawyers. With over a decade of experience as former General Counsel for major national networks such as Clark Rubber and Jim's Group, she provides practical, commercial-first legal strategies for franchisors and business owners.

Introduction Buyers tend to study the start of a franchise relationship in detail and give far less attention to three exposures that sit slightly out of view: the premises the business trades from, the capital the franchisor can require you to spend after you have signed, and the provisions that govern how the relationship ends. Each is capable of reshaping the economics of the deal, and each is easier to address before you commit than after. Franchise Premises: Who Holds the Lease? Where a franchise operates from a fixed location, the premises arrangement is one of the most consequential terms in the package, yet it is often treated as an administrative detail. The first question is simple: who holds the lease? In many systems the franchisor or an associate holds the head lease and either sub-leases to the franchisee or permits occupation without a formal sub-lease. This gives the franchisor significant control (if the agreement terminates, it can step into the premises without needing your cooperation), and it means your right to remain depends on your standing with the franchisor rather than any independent relationship with the landlord. In other systems the franchisee takes the lease directly. That brings greater security and independence, but the lease obligations then run to you personally, regardless of how the franchise performs. Neither model is superior; each carries a different risk profile, and knowing which applies to you is non-negotiable before you commit. Where the franchise is mobile or run from home, there may be no lease to weigh, but the parallel exposures are just as real: the vehicle and equipment you must buy or lease, any depot or storage you need, and the boundaries of the territory you are entitled to work. Make the Lease Term and The Agreement Term Line Up The second question is whether the lease term and the franchise agreement term align. A mismatch is a trap in either direction. If the lease runs longer than the agreement, you may find yourself paying rent on premises you are no longer entitled to use as a franchise. If the lease expires first, you may face a forced relocation or a renewal negotiation with a landlord who knows you have little choice. The Code requires the franchisor to disclose whether it or an associate holds an interest in the lease and what arrangements apply at the end of the agreement, including renewal rights. Before signing, confirm that the agreement term, the lease term and any renewal rights on both documents are in step. Where the franchisor holds the head lease, ask for a copy or a summary of its commercial terms (the Code obliges the franchisor to provide this), and verify that the rent, outgoings and incentives disclosed to you reflect the actual terms the franchisor holds, including any benefit it or an associate receives from the lease arrangement. Avoid costly surprises down the road. From premises leases to hidden capital expenditure and strict exit restraints, know exactly what you are agreeing to. Discover how our franchising law team protects your long-term interests. Capital Expenditure You Have Not Yet Seen Buying into a system is not a single financial event. Many agreements reserve the franchisor’s right to require significant capital expenditure during the term: a refit to reflect a refreshed brand, new equipment mandated by a technology upgrade, or changes to fixtures to maintain standards. The Code requires the disclosure document to state whether the franchisor will require significant capital expenditure during the term and, if so, to provide as much practical information as possible about the rationale, amount, timing, anticipated benefit and risks. Before the agreement is entered, renewed or extended, both parties must discuss any disclosed capital expenditure and the circumstances in which the franchisor considers you are likely to recoup it given your location and area of operations. A franchisor who cannot engage clearly with that recoupment question is telling you something important. The Second Fit-Out Hidden at Renewal Renewal carries its own capital exposure, frequently underestimated. Some franchisors require an outlet to be brought up to a current fit-out standard as a condition of renewal, in effect a second fit-out part-way through what you reasonably expected to be your return period. The Code requires the disclosure document to state whether the franchisor will take into account any significant capital expenditure you have undertaken when determining the arrangements that apply at the end of the agreement, and whether it has done so for departing franchisees in the past three years. A franchisor is generally prohibited from requiring capital expenditure during the term unless it was disclosed before the agreement was entered or renewed, is required to comply with legislation, has been approved by a majority of franchisees, or has been individually agreed. In practice, your scrutiny should fall on what is disclosed upfront, because once disclosure is made the franchisor has a clear pathway to requiring the spend. When you build your model, project the full capital expenditure horizon over the term and any renewal period, not just the initial fit-out. Read the Exit Before the Entry Some of the most commercially significant provisions govern the end of the relationship. Establish what rights you have to renew, and on what conditions: some agreements grant renewal subject to compliance and signing the then-current agreement, others leave it largely at the franchisor’s discretion. If renewal is not assured, your model should not assume a return that depends on trading beyond the initial term. If you may one day wish to sell, understand the process: most agreements require the franchisor’s approval of any incoming franchisee and impose conditions and fees on a transfer, and these shape the realisable value of your business. Finally, understand the grounds on which the franchisor may terminate, and what binds you afterwards. Many agreements contain a restraint of trade limiting what you may do, and where, for a period after you leave. A reasonable restraint protects the system; an unusually wide one may constrain your future more than you expect. The new Code also limits this exposure: a franchisor generally cannot rely on a post-term restraint where the agreement simply expires and is not renewed or extended, provided certain conditions are met. The detail is technical, so ask your lawyer how it applies to the restraint in your agreement. The buyers who run into difficulty are usually those who examined the first five years closely and never turned to the page explaining what happened at year five. Premises, capital expenditure and exit are not peripheral terms; they determine your security of tenure, the true capital cost of the system over its life, and the value you can realise when you leave. Read them on day one and build your plans around them. This article forms part of Whelan Lawyers’ series for prospective franchisees, drawn from the firm’s guide Your Guide to Buying a Franchise: How to evaluate the opportunity before you commit. Neda Whelan Neda Whelan is the Founder and Principal of Whelan Lawyers. With over a decade of experience as former General Counsel for major national networks such as Clark Rubber and Jim's Group, she provides practical, commercial-first legal strategies for franchisors and business owners. Disclaimer: This article has been prepared by Whelan Lawyers as general information for those considering the purchase of a franchise. It is not legal advice and is not a substitute for advice tailored to your specific circumstances. Where particular circumstances apply, such as industry-specific licensing or the purchase of an existing franchised outlet, you should obtain advice from an experienced franchise lawyer.

Introduction Every franchisor presents its system in the best light, and the strong ones have good reason to. The task for a prospective franchisee is to use financial due diligence and not to second-guess that optimism but to translate it into numbers that reflect your situation, your site and your appetite for risk. A franchise that holds together on conservative numbers is one worth committing to; a franchise that works only on optimistic ones is not, however appealing the brand. Franchise Financial Due Diligence: Earnings Figures, and the Ground Beneath Them The Code does not require a franchisor to provide earnings projections, so the absence of figures is not in itself a red flag. Where a franchisor does provide earnings information, formally or in conversation, it must have reasonable grounds for the figures. If you are given projections, ask to see what sits behind them. Verifiable benchmarks drawn from real outlets are worth considerably more than a confident forecast, and a franchisor who can point to the trading performance of comparable sites is giving you something you can actually use. One who cannot, but presses the figures anyway, is giving you grounds for pause. It is also worth knowing that the Code now reinforces this from the other direction: since 1 November 2025, a franchise agreement must give you a reasonable opportunity to earn a return, during the term, on any investment the franchisor requires of you. This is not a guarantee of profit, and you still carry the commercial risk, but it gives you a standard against which to weigh the franchisor’s own figures. Beware the System Average A franchisor’s network-wide averages can be reassuring, but they conceal the spread between the strongest and weakest outlets, and they say little about how a new site in your particular location will perform. Two outlets in the same system can return very different results depending on rent, local competition, labour costs and foot traffic. For a mobile or home-based franchise, the same point holds, though the variables differ: the size and density of your territory, travel time and vehicle running costs, and the level of local demand rather than passing foot traffic. Where you are given averages, ask how wide the range is, and where comparable sites (similar in size, age and location to the one you are considering) sit within it. The figure that should drive your decision is not the system’s average but the realistic performance of a site like yours. Make sure the numbers actually add up before you sign. Protect your investment by ensuring your franchise agreement supports a sustainable, profitable business model. Explore our franchising law services to secure your financial foundation. Build the Franchise Overlay into Your Model Prepare financial statements that set out the full cost of operating the business, not merely the headline royalty rate. A realistic model accounts for the upfront costs: the initial franchise fee, fit-out and equipment, initial stock, training and travel, and sufficient working capital for the first several months. It then accounts for the ongoing costs: royalties, marketing fund contributions, technology fees, rent and outgoings, wages including a market salary for yourself, any margins built into mandatory supply arrangements, and insurance. A model that omits the working capital required to survive the ramp-up period is the single most common error first-time buyers make. The brand may be established, but your particular outlet still has to trade its way to a sustainable level, and that takes time and cash. It is also worth carrying a contingency above your base working-capital figure, because the costs that catch first-time operators out are rarely the ones already itemised in the disclosure document. Pay Yourself in the Model It is worth isolating one figure that buyers routinely leave out: a market salary for your own labour. A business that returns a profit only because the owner works full time for nothing is not profitable; it is subsidised. Build a reasonable wage for yourself into the model, then see whether the business still earns a return on top of it. That is the number that tells you whether you are buying a business or buying a job. Stress-Test Against a Weaker Year Once the model is built, test it against a weaker year. If revenue came in twenty per cent below expectation, would your position still hold? Could you meet your commitments to the franchisor, your landlord and your staff, and still pay yourself? The systems that disappoint are rarely the ones that fail outright in year one; more often they are the ones that never quite reach the level of trading the model assumed. A model that survives a conservative, stress-tested revenue figure is far more reassuring than one that depends on everything going right. When the Royalty is the Problem Royalties are sometimes set by reference to the franchisor’s desired income rather than the franchisee’s viability. Structures exist in which the combined royalty and marketing levy squeeze margins so tightly that the operator cannot pay themselves a reasonable wage. Before you sign, model the business at a realistic level of trading and confirm that, after every franchise cost, the operator earns a fair return for the hours involved. If the numbers only work on the franchisor’s best case, treat that as a material finding, not a detail to be smoothed over. Financial due diligence is where enthusiasm meets arithmetic. The discipline is not pessimism; it is building a model honest enough that you can trust the answer it gives you. Where the figures are complex or the supply arrangements opaque, a financial adviser or accountant with franchise experience can help you pressure-test the model against the system’s real cost structure rather than the version in the sales material. Against the size of the commitment, that cost is modest, and far smaller than the cost of discovering the same problem after you have signed. This article forms part of Whelan Lawyers’ series for prospective franchisees, drawn from the firm’s guide Your Guide to Buying a Franchise: How to evaluate the opportunity before you commit. Neda Whelan Neda Whelan is the Founder and Principal of Whelan Lawyers. With over a decade of experience as former General Counsel for major national networks such as Clark Rubber and Jim's Group, she provides practical, commercial-first legal strategies for franchisors and business owners. Disclaimer: This article has been prepared by Whelan Lawyers as general information for those considering the purchase of a franchise. It is not legal advice and is not a substitute for advice tailored to your specific circumstances. Where particular circumstances apply, such as industry-specific licensing or the purchase of an existing franchised outlet, you should obtain advice from an experienced franchise lawyer.

Introduction For most people who buy one, buying a franchise in Australia is among the largest financial commitments they will ever make. It is also a decision usually reached with enthusiasm already formed: by the time a prospective franchisee begins serious evaluation, they have generally decided the opportunity is attractive. Careful evaluation is not there to displace that enthusiasm but to test it, so that the commitment is one you have examined rather than assumed. Before the numbers and the agreement come into view, two threshold questions deserve an honest answer: whether franchising suits the way you work, and what you are in fact buying. The Franchise Paradox Franchising asks something particular of the people who succeed at it. You will own your business and carry its commercial risk, yet you will operate it within a system that belongs to someone else. The brand, the methods, the suppliers and the standards are not yours to redesign. Experienced operators sometimes describe this as the franchise paradox: you are an independent business owner and a participant in a tightly defined system at the same time. The franchisees who do well are those who genuinely embrace that arrangement rather than merely tolerating it, treating the system’s constraints as the source of its value rather than an imposition on their autonomy. The question is not whether you can run a business. It is whether you can run this business, on terms set by someone else, and find that a good fit. The Temperament That Tends to Struggle Capable, well-capitalised people sometimes struggle inside otherwise healthy systems because their instinct is to improve the model rather than follow it. However well-intentioned, that instinct creates friction with the franchisor and, over time, erodes the consistency that gives the brand its worth. If your reason for buying a franchise is that you intend to run it your own way, the more honest path may be to build your own business instead. The opposite temperament also exists: the buyer drawn to the security of a system but uncomfortable with the demands of ownership. A franchise reduces certain risks; it does not remove the need for hard work, sound judgement and personal accountability for the result. A clear-eyed view of your own appetite for both the discipline and the responsibility is worth more at this stage than any spreadsheet. Ready to test your enthusiasm with expert legal review? Make sure the franchise you are considering is the right commercial and legal fit before making your largest financial commitment. Learn how our franchising law team can help you start your due diligence. A Licence, Not an Outright Purchase It helps to be precise about the nature of the asset. When you buy a franchise, you are not acquiring a business outright; you are acquiring a licence, a right to operate using the franchisor’s brand, systems and know-how, for a defined period and on agreed conditions. That licence is genuinely valuable, but it behaves differently from a business you own free and clear. When the term ends, or the agreement is brought to a close, the licence ends with it. The goodwill you build over years of operating attaches to the system rather than to you, unless the agreement expressly provides otherwise. This is not a flaw in franchising; it is its defining characteristic. But it has direct consequences for how you value the opportunity and model your return, and it is frequently misunderstood by first-time buyers. Buying a Franchise in Australia - The Whole Relationship, Not The First Year Because the licence is time-limited, the sensible buyer looks beyond the opening years to the full arc of the relationship. How long is the term? What are your rights to renew, and on what conditions? If you wish to sell, what control does the franchisor retain over the transfer? What happens to your investment if the agreement is not renewed? You are not buying the first year of trading; you are buying a defined commercial relationship with a beginning, a middle and an end. The Framework That Sits Around The Deal Australian franchising operates under a comprehensive regulatory regime. The sector is governed primarily by the Competition and Consumer (Industry Codes—Franchising) Regulations 2024 (the Code), a mandatory industry code with the force of law under the Competition and Consumer Act 2010 (Cth) (the Act). The Australian Competition and Consumer Commission enforces the Code, investigates complaints and pursues penalties for serious breaches. For a prospective franchisee, the Code’s significance is that much of the information you need is information the franchisor is legally required to give you: the disclosure you must receive, the time you must be allowed before signing, your right to a cooling-off period, and the obligation of good faith that applies throughout the relationship. The Australian Consumer Law, which also sits within the Act, adds protection against misleading or deceptive conduct. These protections are valuable, but they are most valuable to a franchisee who understands them well enough to use them. None of this counsels against franchising. A tested model, an established brand and a support structure already in place are real advantages, and they are the reason franchising remains a sound path to business ownership for many. But those advantages are not automatic; they depend on the quality of the system, the terms of the agreement, and the honesty of the financial picture you build before you sign. The work begins not with the agreement but with an honest assessment of whether this franchise, and franchising itself, is the right move for you. The articles that follow take the evaluation forward in the order a careful buyer would: where the information comes from, how the numbers should be built, what the agreement and the Code provide, the exposures that are easily overlooked, and how to commit well. This article forms part of Whelan Lawyers’ series for prospective franchisees, drawn from the firm’s guide Your Guide to Buying a Franchise: How to evaluate the opportunity before you commit. Neda Whelan Neda Whelan is the Founder and Principal of Whelan Lawyers. With over a decade of experience as former General Counsel for major national networks such as Clark Rubber and Jim's Group, she provides practical, commercial-first legal strategies for franchisors and business owners. Disclaimer: This article has been prepared by Whelan Lawyers as general information for those considering the purchase of a franchise. It is not legal advice and is not a substitute for advice tailored to your specific circumstances. Where particular circumstances apply, such as industry-specific licensing or the purchase of an existing franchised outlet, you should obtain advice from an experienced franchise lawyer.

Introduction Good due diligence does not begin with the disclosure document, even though that is where most prospective franchisees expect to start. The disclosure document is a legal entitlement and the most detailed source the franchisor provides, but you do not receive it until discussions are well advanced. There is public information you can gather well before it arrives, and the picture is only complete once you have spoken to people already in the network. Worked in that order these three sources reveal far more about a franchise system than any single document. Start With the Franchise Disclosure Register The true starting point sits earlier than most buyers realise and is open to everyone. The Franchise Disclosure Register is a free, public register hosted by the Australian Government and administered by the ACCC, on which franchisors operating in Australia are required to maintain a profile. You can search it at franchisedisclosure.gov.au before you have spoken to a single franchisor and before you have committed anything at all. Each profile records key identifying information: the franchisor’s name, business name and ABN, contact and address details, the industry, the number of years the system has traded in Australia, the number of franchised and company-owned outlets, and the States and Territories in which it operates. What the Register Can, and Cannot, Tell You Franchisors must update their profile each year. The information is supplied by franchisors themselves and is not verified or endorsed by the ACCC, so the Register is a research tool rather than a guarantee of accuracy. Used well, it lets you research and compare systems within a sector, gauge the scale and geographic spread of a network, and form your questions before you make contact. It also serves as a basic compliance check: a franchisor operating in Australia is required to appear, so absence from the Register, or a profile conspicuously out of date, is a warning sign and a breach of the Code worth raising with the franchisor and your lawyer. Then Read the Franchise Disclosure Document, Twice Where the Register gives the public overview, the disclosure document gives the detail. Once discussions become serious, the Code entitles you to a disclosure document at least 14 days before you enter a franchise agreement or make a non-refundable payment. It is the most important document the franchisor will provide, and it is not a marketing brochure but a legally required disclosure of the material facts about the franchise. Read it once to understand the shape of the system, then read it again slowly, marking every term you do not understand and every figure you wish to verify. It sets out the franchisor’s business experience and the background of its directors, the key terms of the agreement, the fees payable, the arrangements for supply and territory, and the franchisor’s litigation and insolvency history. It also identifies the franchisees currently in the network and those who have left it. Don't navigate the disclosure document alone. We can help you look past the sales pitch and uncover the real story behind the franchisor's network and departures. Visit our franchising law page for expert guidance on disclosure documents. Read The Departures Closely Pay particular attention to the record of franchisees who left the system over the past three years, whether by transfer, termination or non-renewal. Healthy, growing networks always carry some movement, so a degree of turnover is normal and not in itself a concern. What you are reading for is the story behind the numbers. A high or rising rate of departures, terminations especially, is a signal worth understanding rather than explaining away. Talk to the Network Your most valuable due diligence asset costs nothing: the franchisees already operating within the network. The Code requires the disclosure document to include contact details for current franchisees and, in most cases, for those who have left in the past three years, and the franchisor cannot prevent former franchisees from speaking with you. Too often this right is treated as a formality. A genuine conversation with current operators will tell you whether the support promised at the sales stage matches the support delivered in practice, a gap that is rarely visible on the page. Choose a few names beyond those the franchisor offers as references. Ask how responsive the franchisor is when a problem arises, whether supply arrangements and any mandatory pricing work commercially, whether the marketing fund is administered transparently, and how long it took to reach a sustainable level of trading. Former Franchisees, and What They Reveal Those who have left often provide the most candid perspective of all. Ask why they left, whether the exit was handled fairly, and what they wish they had known before they started. A single departure tells you little; a consistent account from several former franchisees, pointing to the same difficulties, is evidence that deserves real weight. None of these sources stands alone. The Register frames your questions, the disclosure document answers many of them in detail, and the network tells you how the system behaves in practice. Worked in that order, they convert a franchisor’s sales narrative into a grounded picture of the business you would actually be running, and they cost very little beyond time and attention. This article forms part of Whelan Lawyers’ series for prospective franchisees, drawn from the firm’s guide Your Guide to Buying a Franchise: How to evaluate the opportunity before you commit. Neda Whelan Neda Whelan is the Founder and Principal of Whelan Lawyers. With over a decade of experience as former General Counsel for major national networks such as Clark Rubber and Jim's Group, she provides practical, commercial-first legal strategies for franchisors and business owners. Disclaimer: This article has been prepared by Whelan Lawyers as general information for those considering the purchase of a franchise. It is not legal advice and is not a substitute for advice tailored to your specific circumstances. Where particular circumstances apply, such as industry-specific licensing or the purchase of an existing franchised outlet, you should obtain advice from an experienced franchise lawyer.

Introduction By the time the evaluation is done, the remaining task is to commit well: to take advice that is substantive rather than a formality, to ask for clarification even where negotiation is unlikely, and to carry the disciplines of due diligence into the operation of the business. None of it removes risk, but together these change the character of the risk you accept. Take the Franchise Legal Advice the Agreement Assumes You Will Take The franchise agreement will record that you have had the opportunity to obtain independent legal and financial advice. Treat that opportunity as a substantive one. An experienced franchise lawyer does more than translate the agreement into plain English: they identify the clauses that carry the most commercial weight for you specifically, compare the terms against what is normal in the relevant sector, advise whether the protections are adequate, and confirm that the disclosure document and agreement comply with the Code, flagging where they do not. A financial adviser or accountant with franchise experience can pressure-test your model against the system’s real cost structure rather than the version in the sales material. Against the size of the commitment, the cost of this advice is modest, and the value of identifying a problem before signing is of a wholly different order to discovering it afterwards. Commit to your new business with complete clarity. Secure the independent, tailored legal advice you need to negotiate effectively and start your first year strong. Reach out to our franchise law specialists for trusted, independent advice. Ask, Even When the Terms Will Not Move Prospective franchisees often ask whether the terms are fixed. The honest answer is that it depends. Larger, more established systems frequently operate on standardised agreements and will not vary their core commercial terms, partly to keep the network consistent and fair across every franchisee. Others will discuss specific provisions, particularly where an incoming franchisee raises a well-reasoned point. Even where negotiation is unlikely, it is almost always worth asking for clarification. If a provision is ambiguous, ask the franchisor to confirm in writing what it means in practice. That written confirmation has value in its own right, and seeking it is simply prudent: a considered question reflects the seriousness of the commitment rather than doubt about it. If the franchisor is unwilling to confirm a material point in writing, that reluctance is itself worth noting. The Cost of Advice in Proportion It is worth putting the cost of advice in proportion. Set against the initial fee, the fit-out, the lease commitment and the working capital you are about to commit, professional review is a small fraction of the total, and it is spent at the one moment when its findings can still change your decision. A problem identified before signing can be negotiated, planned around, or treated as a reason not to proceed. The same problem identified afterwards is simply a cost you carry. That asymmetry is the whole case for taking advice seriously rather than treating it as a box to be ticked. Due Diligence Does Not End at Signing The disciplines that serve you in evaluating the opportunity (honest numbers, close attention to the system and a willingness to raise issues early) are the same ones that serve you in operating it. Engage with the franchisor’s support, follow the system you took the trouble to assess, and keep records that would withstand scrutiny, both for your own management and against the day you may wish to renew or sell. Good records are not bureaucracy; they are what allow you to demonstrate compliance if it is ever questioned, to value the business accurately when you come to sell, and to hold the franchisor to its obligations if the support promised does not materialise. The relationship is a long one, governed throughout by the obligation of good faith the Code imposes on both parties. Approaching it professionally, and holding the franchisor to the same standard, is the surest foundation for the years that follow. What Thorough Preparation Actually Buys You No amount of due diligence removes risk; every business carries it. What thorough preparation changes is the character of the risk you accept. Rather than trusting that the opportunity is as good as it appears, you will know what you are buying, what it will cost, how those already in the system experience it, and how you intend to grow and eventually leave. That knowledge does not guarantee success (no preparation can), but it means that if difficulties arise, they are difficulties you anticipated and chose to accept, rather than ones that took you by surprise. The Code’s framework of disclosure, cooling-off and good faith is most valuable to a buyer who has done enough work to know what questions to ask, and to recognise when the answers are not adequate. An attractive opportunity and an informed commitment are not the same thing, and the distance between them is the work described across this series: the mindset and the asset, the sources of information, the numbers, the agreement and the Code, and the exposures that are easily missed. A buyer who has done that work does not eliminate risk, but commits with clarity, which is the most any business owner can reasonably ask at the outset. This article forms part of Whelan Lawyers’ series for prospective franchisees, drawn from the firm’s guide Your Guide to Buying a Franchise: How to evaluate the opportunity before you commit. Neda Whelan Neda Whelan is the Founder and Principal of Whelan Lawyers. With over a decade of experience as former General Counsel for major national networks such as Clark Rubber and Jim's Group, she provides practical, commercial-first legal strategies for franchisors and business owners. Disclaimer: This article has been prepared by Whelan Lawyers as general information for those considering the purchase of a franchise. It is not legal advice and is not a substitute for advice tailored to your specific circumstances. Where particular circumstances apply, such as industry-specific licensing or the purchase of an existing franchised outlet, you should obtain advice from an experienced franchise lawyer.

Introduction Choosing a franchise lawyer in Melbourne is not simply a matter of finding someone who can recite the Franchising Code of Conduct. Franchising is an intensely commercial discipline, and the legal issues that arise within a network rarely present themselves as tidy questions with textbook answers. They emerge mid-negotiation, during a renewal dispute, or at 4pm on a Friday when a franchisee threatens to walk. Most lawyers advising on franchising matters have built their knowledge from the outside: reviewing documents, advising clients, appearing at mediation. That experience is valuable. But there is a distinct category of legal insight that only comes from having sat on the other side of the table, from having been the person inside the business responsible for holding a network together when things became difficult. Neda Whelan, Principal of Whelan Lawyers, spent years as General Counsel at Jim's Group and Clark Rubber before founding her own commercial law firm. This article explores what that background means in practice, and why Melbourne franchisors and franchisees consistently seek out a lawyer who has genuinely been in the room. Why the Distinction Between In-House Franchise Lawyer and Private Practice Lawyer Matters for Franchising in Melbourne Private practice lawyers develop deep expertise in their technical field. The best franchise lawyers in Melbourne understand the legislative framework thoroughly, can draft disclosure documents with precision, and know how to navigate the Australian Competition and Consumer Commission's enforcement posture under the Competition and Consumer Regulations. What private practice cannot fully replicate is the texture of operational reality. An in-house General Counsel at a national franchise system is not advising on legal risk in isolation. They are in the room when the franchisee relations manager reports that three operators are refusing to comply with a system change. They are reviewing disclosure documents while simultaneously managing a supply chain dispute. They understand that legal advice, however technically correct, must also be commercially executable. This distinction matters because franchising disputes rarely have clean legal solutions. The best outcomes, whether for a franchisor protecting their network or a franchisee asserting their rights, are achieved when legal strategy and commercial pragmatism work in concert. A lawyer who has operated at that level brings something that document review alone cannot produce. Key Legal Points to Understand The Franchising Code Requires More Than Technical Compliance The Franchising Code of Conduct, now operating under the new regulations, imposes disclosure obligations, cooling-off rights, good faith duties, and structured processes for renewal, termination, and dispute resolution. Civil penalty provisions have elevated the consequences of non-compliance. Meeting these requirements technically is the floor, not the ceiling. Franchisors who thrive understand how to implement compliant processes in ways that also support productive franchisee relationships. Franchisees who protect themselves understand how to use Code mechanisms strategically rather than reactively. Both require a lawyer who can translate the law into operational guidance, not just legal opinion. Disclosure Documents Are Commercial Documents, Not Just Legal Ones The disclosure document is frequently treated as a compliance exercise. In practice, it is one of the most commercially significant documents in a franchise relationship. The way risk factors are described, how earnings information is presented or withheld, and how the franchisor's financial position is characterised all shape the prospective franchisee's decision and the franchisor's exposure. A lawyer who has prepared and reviewed these documents from inside a franchise system brings a perspective on their commercial function that extends well beyond technical sufficiency. Dispute Resolution Outcomes Depend on How Disputes Are Managed Before They Formalise The Franchising Code mandates a structured internal dispute resolution process before parties can proceed to mediation. The manner in which this process is conducted, the communications exchanged, and the positions taken all carry consequences for how any subsequent mediation or litigation unfolds. Lawyers who have managed franchisee disputes from an in-house perspective understand the pressure points on both sides. That understanding is a genuine advantage in achieving commercially sensible resolutions. Practical Guidance for Franchisors and Franchisees For franchisors building or managing a network, the most effective time to engage experienced franchise legal advice is before structural decisions are made, not after. How you document system standards, structure your disclosure obligations, approach renewal negotiations, and respond to franchisee concerns all create patterns that become difficult to unwind. Early engagement with a lawyer who understands the operational context of those decisions can prevent the more expensive conversations that arise when patterns need correcting. For franchisees, the critical window for legal advice is before entry and at the point of any significant renegotiation, including renewal. The investment at entry is modest compared to the financial commitment a franchise agreement represents. A thorough review of the disclosure document and franchise agreement, conducted by a lawyer who understands both the Code's requirements and how franchise systems actually function, can identify issues that a general commercial lawyer might not recognise as material. Both parties should be alert to the value of a lawyer who will give them a direct commercial assessment rather than a cautious recitation of possibilities. Franchising decisions involve real capital and real livelihoods. The advice that serves those interests best is advice calibrated to commercial reality. How We Can Help At Whelan Lawyers, our franchise law practice is built on Neda Whelan's direct in-house experience within national franchise systems, combined with the rigour of private practice. We work with Melbourne franchisors navigating network growth, compliance obligations, and franchisee relationships, as well as franchisees seeking clear advice at entry, renewal, or dispute. Our approach is direct and commercially grounded. We understand that legal advice in the franchising context needs to be actionable, not merely accurate. If you are a Melbourne franchisor or franchisee seeking a franchise lawyer who brings practical experience alongside legal knowledge, we would welcome the opportunity to understand your situation and explain how we can help. Frequently Asked Questions Question: How does in-house experience actually change the legal advice a franchise lawyer provides? Answer: In-house lawyers develop an understanding of how franchise systems function as operating businesses, not just how they are documented. This means the advice they provide tends to be more attuned to commercial constraints, stakeholder dynamics, and the practical consequences of different legal positions. For franchising matters particularly, where disputes often involve ongoing relationships and commercial interdependencies, that contextual understanding can meaningfully affect strategy and outcomes. Question: When should a franchisor first engage a franchise lawyer? Answer: The earlier, the better. Franchisors who engage legal advice before they begin building their disclosure documents and franchise agreements avoid the more expensive exercise of correcting structural problems after franchisees have already entered the system. Legal involvement at the design stage also helps ensure that compliance requirements are built into operational processes from the outset, rather than retrofitted under time pressure. Question: What should a franchisee look for when choosing a franchise lawyer in Melbourne? Answer: Look for a lawyer who demonstrates genuine understanding of how franchise systems operate, not just how the Franchising Code is structured. Ask how they approach the review of disclosure documents and what they look for beyond technical compliance. A capable franchise lawyer should be able to explain the commercial implications of key agreement terms, identify provisions that are non-standard, and give you a clear view of the risk profile you are accepting before you commit. You can read our Guide Here. Disclaimer: This article provides general information only and is not legal advice. The law is complex and varies based on individual circumstances. You should seek specific legal advice about your particular situation before making any decisions about legal matters.

Introduction Buying a franchise can feel like the safer route into business ownership. You acquire a recognised brand, a tested operating model and, in most cases, a measure of ongoing support. Yet beneath that reassurance sits a binding commercial relationship that will shape your finances and your working life for years, and the documents that create it are drafted to protect the franchisor, not you. For anyone weighing a franchise opportunity in Melbourne or regional Victoria, sound franchise legal advice when buying is what turns an appealing brochure into an informed decision. This article explains why legal advice matters before you commit, what the law expects of you and the franchisor, the documents a lawyer reviews on your behalf, and the risks that early advice helps you avoid. It is written for prospective franchisees and small business buyers who want to understand the commitment clearly before signing, rather than discovering its consequences afterwards. Why Legal Advice Matters Before Buying a Franchise A franchise agreement is one of the longest and least negotiable contracts most business owners will ever sign. It typically runs for five years or more, ties you to a single supply network, governs how you operate down to fine detail, and sets out the circumstances in which the franchisor can end the arrangement. The franchisor has used the same documents many times. For you, it is almost certainly the first. That imbalance is precisely why the Franchising Code of Conduct, the mandatory industry code regulated by the Australian Competition and Consumer Commission, builds in time and information for prospective franchisees, and why it contemplates that you will either obtain professional advice or make a considered decision not to. Treating that advice as an optional cost rather than a protection is one of the more expensive mistakes a buyer can make. The point of legal advice is not to talk you out of a good opportunity. It is to make sure the opportunity is what it appears to be, and that you understand what you are agreeing to. What the Law Expects Before You Sign Franchising in Australia is governed by the Franchising Code of Conduct, which commenced on 1 April 2025 and replaced the previous Code. The Code does not guarantee that a franchise will succeed, but it does require the franchisor to give you specific information and time before you are bound. For a fuller explanation of franchising regulation, see our franchising law page. Before you can be required to sign, the franchisor must provide a disclosure document, the franchise agreement in the form you will sign, and a copy of the Code, and you must be given at least fourteen days to consider them. This consideration period exists so that you are not rushed into a decision of this size. You are also entitled to an Information Statement, a short document outlining the key risks and steps involved in buying a franchise, given early in the process. After you sign, the Code provides a further fourteen day cooling off period, during which you may terminate the agreement in writing and recover what you have paid, less the franchisor’s reasonable expenses. These periods are longstanding features of the Code rather than recent innovations, and a lawyer can help you use the consideration period properly rather than letting it lapse. The Documents a Franchise Lawyer Reviews Much of the value in legal advice lies in reading the documents closely and explaining what they actually mean for you. A franchise purchase is rarely a single contract. It is a bundle of related agreements that must be read together. The franchise agreement is the centrepiece. It sets the term, the fees, your territory, your obligations, the franchisor’s rights, and the grounds for renewal and termination. The disclosure document sits alongside it and contains financial information about the franchisor and the network, details of current and former franchisees, and a summary of the costs you will face. A lawyer reads these against each other to check that what you have been told matches what you are signing. Beyond those two, there will often be a lease or licence for your premises, which should align with the franchise term so you are not left holding one without the other. There may be personal guarantees that put your own assets on the line, supply agreements, a confidentiality deed, and an operations manual that binds you to procedures you have not yet seen. Each deserves attention, and the way they interact often matters more than any single clause. Buying an Existing Franchise Purchasing an established franchised business from a departing franchisee adds a further layer. As well as the franchise documents, you are buying the existing business, which means due diligence on its trading history, its lease, its staff entitlements, its equipment and any liabilities it carries. The franchisor must usually approve the transfer, and you will generally enter a fresh franchise agreement on current terms rather than inheriting the seller’s. Understanding which obligations you are taking on, and which you are not, is central to advice in a resale, and it is an area where assumptions are easily and expensively wrong. The Risks Good Advice Helps You Avoid The risks worth identifying before signing tend to be the ones that surface later, when they are hardest to fix. Restraint of trade clauses can limit what you do after the franchise ends. Territory provisions may allow other franchisees, or the franchisor’s own online channel, to compete for customers you assumed were yours. Renewal terms can be less certain than they first appear, and exit provisions can make leaving costly. Ongoing fees, marketing contributions and capital expenditure obligations can erode margins that looked comfortable on paper. None of these is necessarily a reason to walk away. Many are standard, and some are negotiable, particularly where the franchisor is keen to grow the network. The value of advice is in seeing them clearly, understanding their commercial effect on your particular plans, and deciding with full information rather than discovering the implications once you are committed. ] What Franchise Legal Advice Costs, and What You Get Cost is a fair question, and the honest answer is that it depends on the work. A review of a franchise agreement and disclosure document, with a written summary of the risks and a conversation to talk them through, is often offered on a fixed fee, which gives you certainty before you start. More involved matters, such as negotiating amendments, advising on a lease, or acting on the purchase of an existing franchised business, are usually charged on the time they take. Set against the sum you are about to invest, and the years you will be bound, the cost of advice is modest. The return is a clear understanding of the commitment, the chance to negotiate where there is room, and the confidence that you are signing with your eyes open. How Whelan Lawyers Can Help At Whelan Lawyers, we advise franchisees and franchisors across Melbourne and Sydney at every stage of the franchise relationship. Because we act for both sides, we understand where the real pressure points in a franchise agreement sit, and we bring that perspective to every review. Our background includes senior in-house roles within national franchise groups, which means our advice is grounded in the commercial reality of how these networks actually operate, not just the words on the page. If you would like help choosing a lawyer experienced in franchise matters, we have written separately on what to look for. If you are considering buying a franchise and want to understand the agreement before you sign, we would be glad to help. Contact our franchising team for an initial discussion about your opportunity and the advice that would suit it. Frequently asked questions Do I legally have to get advice before buying a franchise in Australia? You are not strictly required to obtain legal advice, but the Franchising Code expects you either to seek professional advice or to make an informed decision not to, and franchisors commonly ask you to sign a statement confirming which you have done. Given the size and length of the commitment, obtaining advice is strongly advisable. How long do I have to review a franchise agreement before signing? The Code gives you a consideration period of at least fourteen days after you receive the disclosure document, the franchise agreement and a copy of the Code. The franchisor cannot require you to sign during this period, which exists to give you time to seek advice and consider the commitment. Can a franchise agreement be negotiated? Sometimes. Franchisors often present their agreements as standard, and many terms are held firm to keep the network consistent. Even so, particular terms can be open to negotiation, especially where a franchisor is expanding, and a lawyer can identify which points are worth raising and how best to raise them. How much does franchise legal advice cost in Melbourne? It depends on the work involved. A review of the franchise agreement and disclosure document with a written summary is often offered on a fixed fee, while negotiation or the purchase of an existing franchise is usually charged on time spent. We are happy to discuss the likely cost before any work begins. Disclaimer: This article provides general information only and is not legal advice. The law is complex and varies based on individual circumstances. You should seek specific legal advice about your particular situation before making any decisions about legal matters. Neda Whelan Neda Whelan is the Founder and Principal of Whelan Lawyers. With over a decade of experience as former General Counsel for major national networks such as Clark Rubber and Jim's Group, she provides practical, commercial-first legal strategies for franchisors and business owners.

Introduction Most business owners go looking for a commercial lawyer at the worst possible moment. The contract is already signed. The supplier has stopped paying. A co-founder wants out and nobody can agree on what the shares are worth. By then the choices have narrowed and the cost of fixing things has climbed. I have spent my career on both sides of that problem. Before founding Whelan Lawyers I worked in commercial practice, then went in-house as General Counsel for two national networks. I have signed contracts under deadline pressure, watched disputes eat into a margin, and made the call on when to fight and when to settle. This is what I would tell a business owner trying to pick the right commercial lawyer in Melbourne, written from the side of the desk most lawyers never sit on. Navigating the complexities of business law requires more than just standard advice; it demands a strategic partner. As you search for the right representation, it helps to know what sets a premier practice apart. To see the standards we hold ourselves to, feel free to review our Commercial Law Services as a benchmark for your search. Why the Right Commercial Lawyer Matters More Than You Think Commercial law is broad. It covers how your business is owned, how it contracts, how it brings in money and people, and what happens when a deal comes apart. A single transaction often pulls in three or four of those threads at once. That breadth is where the occasional practitioner gets caught out. A lawyer who drafts the odd agreement between unrelated files may not notice how an indemnity buried on page nine works against a termination right on page twenty. The clause reads fine on its own. It bites a year later, when the situation has changed and you are the one carrying the cost. I have watched a weak shareholder agreement pull apart a profitable business. Two people who built something together stop trusting each other, and the document meant to settle disputes settles nothing. Good commercial advice is mostly about heading off that version of events before it starts. The drafting is the easy part. Knowing what tends to go wrong, and writing to prevent it, is the actual work. What Business Owners Should Look For A Lawyer Who Actually Does This Work Ask how often the firm handles matters like yours. Not commercial law in the abstract, but your situation: the buy-out, the supply agreement, the franchise, the lease that comes attached to a business sale. Depth shows up in the questions a lawyer asks you in the first meeting. Someone who works in this area every week will spot the issue you have not raised yet. Someone who dabbles takes your instructions at face value and misses it. Someone Who Has Run a Business, Not Just Advised One This is the part I care about most, because it shaped how I practise. There is a real gap between a lawyer who has only advised from the outside and one who has sat inside a company and owned the result. In-house, you cannot hide behind a letter of advice. You make the decision, live with it, and explain it to people who care about the outcome rather than the reasoning. That changes the advice you give. You stop writing memos that list every risk and start telling clients which risks matter and what you would do in their position. So when you are choosing a lawyer, find out whether they have carried that kind of responsibility. It tends to separate the advisers who help you decide from the ones who only describe the problem. Senior Attention, Without the Big-Firm Bill Plenty of owners have paid for a large firm and ended up with a junior doing the work at something close to a partner's rate. For a boutique or mid-sized business, that maths rarely adds up. A smaller commercial firm can give you the senior lawyer from the first phone call, without the overheads of a tower in the CBD baked into your bill. Ask a blunt question before you engage anyone: who does the actual work, and what does it cost. The answer tells you most of what you need to know. A Firm That Can Fight If It Has To Drafting and disputes are different skills, and not every firm has both. If a contract turns into a fight, you want advisers who can take it through negotiation, mediation, or court without handing you to a stranger halfway through. A firm that drafts neatly but refers out the moment things get contentious is fine in the quiet periods. It is the wrong choice when real money is on the line. Questions Worth Asking Before You Sign On A first meeting is a two-way interview, so use it. Ask how many matters like yours the firm has handled this year. Ask who will run your file day to day. Ask whether they can act if it ends up in dispute, and whether they have actually done that rather than just in principle. Ask how they bill. Then pay attention to how they answer. A good commercial lawyer will not simply recite the law back at you. They will ask about your business first, then tell you which decisions are worth losing sleep over and which are not. If you walk out with a clearer head about your own position, that is the signal you are looking for. How Whelan Lawyers Can Help I started Whelan Lawyers to give business owners the advice I wished I could get when I was in-house: direct, commercial, and senior from the start. Before private practice, I worked in commercial roles at Cummins South Pacific and Lord Commercial Lawyers, then spent years as General Counsel for Clark Rubber and Jim's Group. Running the legal function for large multi-site networks taught me how a legal decision lands in a real business, where a delay costs money, and a dispute pulls everyone off the work that pays the bills. I bring that lens to every matter. We advise founders, directors, and established businesses across Melbourne and Victoria on contracts, structures, sales, leasing, franchising and disputes. Your matter is handled by a senior lawyer, not passed down the chain. If you are weighing up a contract, a purchase, or a dispute, get in touch for an honest conversation about where you stand. Frequently Asked Questions What does a commercial lawyer do? A commercial lawyer helps a business with the legal side of how it runs: setting up the right structure, drafting and negotiating contracts, buying or selling a business, leasing, franchising, and sorting out disputes when they arise. The better ones also help you make the commercial call, not just understand the law behind it. How do I choose the best commercial lawyer in Melbourne? Find a firm that handles your kind of matter regularly, gives you a senior lawyer rather than a junior, and can run a dispute if one comes up. Ask who does the work and how they charge before you commit. Experience gained inside a business, not only in private practice, is a strong sign you are dealing with someone who thinks commercially. When should I bring in a commercial lawyer? Earlier than feels necessary. Advice while you are still negotiating, structuring, or planning is cheaper and more useful than a call once the problem has already landed. The exception is a live dispute or a hard deadline, where you should pick up the phone straight away. Is there a difference between a commercial lawyer and a business lawyer? Not in practice. The two terms describe the same work and are used interchangeably. What matters is whether the lawyer has real experience in the kind of matter you are facing, and can advise you with your commercial goals in view. Disclaimer: This article provides general information only and is not legal advice. The law is complex and varies based on individual circumstances. You should seek specific legal advice about your particular situation before making any decisions about legal matters. Neda Whelan Neda Whelan is the Founder and Principal of Whelan Lawyers. With over a decade of experience as former General Counsel for major national networks such as Clark Rubber and Jim's Group, she provides practical, commercial-first legal strategies for franchisors and business owners.

Introduction Entering a franchise arrangement is one of the most significant commercial decisions a business owner can make, and while understanding what to look for is critical, working with an experienced franchise lawyer in Melbourne ensures your disclosure documents and agreements are completely secure from day one. If you are considering purchasing a franchise, building a franchise network, or navigating a dispute within an existing system, the quality of your legal advice can shape outcomes in ways that are difficult to reverse. Yet not all commercial lawyers are equally placed to assist with franchise matters, and choosing the wrong firm can leave you exposed to risks you did not see coming. This guide is written for franchisees, franchisors, and business owners in Melbourne who are evaluating their options for franchise legal representation. It explains what franchise lawyers actually do, what distinguishes capable franchise law firms from general practitioners, and the key questions worth asking before you engage. By the time you finish reading, you will have a clear framework for making a well-informed decision about your legal representation. Why Choosing the Best (Right) Franchise Lawyer Matters Franchising is a structurally complex area of law. It sits at the intersection of commercial contracts, business regulation, consumer protection, and dispute resolution, and it is governed by a mandatory industry code that applies across Australia. The Franchising Code of Conduct, made under the Competition and Consumer Act 2010 (Cth), imposes obligations on franchisors relating to disclosure, good faith, cooling-off rights, marketing fund management, and dispute resolution processes. Compliance with the Code is not optional, and the consequences of getting it wrong can be severe, including regulatory penalties, franchise terminations, and protracted litigation. A lawyer who practises across a wide range of commercial areas but rarely works on franchise matters may miss the nuances that determine whether an agreement is structured correctly, whether a disclosure document satisfies regulatory requirements, or whether a particular clause exposes a client to risk under the Code. The commercial stakes are high in both directions. For a prospective franchisee, an unclear agreement can mean years of financial commitment with little recourse. For a franchisor expanding a network, poorly drafted documentation can generate disputes that undermine the business model. The right franchise lawyer brings both legal knowledge and genuine commercial understanding to those decisions. Key Considerations When Evaluating a Franchise Law Firm Franchise-Specific Experience The most important factor is whether the firm regularly handles franchise matters across the full lifecycle of a franchise relationship. This includes franchise agreement drafting and review, disclosure document advice, franchise purchases and sales, network expansion, renewals, terminations, and disputes. A firm with genuine franchise depth will understand how these matters interconnect and will be alert to issues that arise only in franchise contexts, such as the interplay between a franchise agreement and a commercial lease, or the obligations that arise upon network restructure. Experience Acting for Both Franchisors and Franchisees Lawyers who advise both franchisors and franchisees develop a more complete understanding of how franchise relationships operate in practice. When a lawyer understands the franchisor's perspective, they are better positioned to advise a franchisee on what is genuinely negotiable and what is commercially realistic. The reverse is equally true. This bilateral experience supports better risk assessment and more effective advocacy when disputes arise. Commercial and Dispute Resolution Capability Not every franchise matter is a document review. When a dispute emerges, such as a termination, an alleged breach, a restraint of trade issue, or a claim of misrepresentation, the capacity of your legal advisors to take that matter through mediation, arbitration, or litigation becomes directly relevant. A firm that combines franchise knowledge with dispute resolution and litigation capability is better placed to advise you across the full range of circumstances that can arise in a franchise relationship. Practical Guidance: Questions to Ask Before Engaging a Franchise Lawyer When meeting with a franchise law firm, the quality of their answers to a small number of targeted questions will tell you a great deal about their depth of experience. It is worth asking how many franchise matters the firm handles each year, whether they act for franchisors, franchisees, or both, and whether they have experience advising multi-site or growing franchise networks. You should also ask whether the firm can assist if a dispute arises, and whether they have experience in franchise-related litigation. A firm that handles only document preparation and refers out when matters become contentious may not be the most strategic choice for a complex or high-value franchise engagement. It is also worth understanding their familiarity with the Franchising Code of Conduct in its current form. Beyond credentials, consider whether the advice you receive in an initial consultation reflects genuine commercial understanding. The best franchise lawyers do not simply describe legal risks in abstract terms; they help you weigh those risks against your specific business objectives and identify the decisions that will matter most. How Whelan Lawyers Can Assist Whelan Lawyers advises franchisors, franchisees, and business owners across a wide range of franchising matters throughout Melbourne and Victoria. Our franchise law services include franchise agreement reviews, disclosure document advice, franchise purchases and sales, franchise Code compliance, dispute resolution, and litigation. We act for both franchisors and franchisees, which gives us a practical understanding of how franchise relationships operate from both perspectives. Our approach combines legal knowledge with genuine commercial insight, so clients receive advice that is oriented toward long-term business outcomes rather than simply compliance for its own sake. If you are evaluating a franchise opportunity, expanding a franchise system, or managing a dispute, we invite you to contact our team for an initial discussion about your circumstances. Our Principal Neda Whelan, has extensive knowledge working within some of Australia's largest franchising brands. Frequently Asked Questions What does a franchise lawyer do? A franchise lawyer advises on the legal, commercial, and regulatory issues that arise across the franchise lifecycle. This includes reviewing and drafting franchise agreements and disclosure documents, advising on compliance with the Franchising Code of Conduct, assisting with franchise purchases and sales, and managing disputes through mediation, arbitration, or litigation where necessary. Do I need a franchise lawyer before signing a franchise agreement? Obtaining legal advice before signing a franchise agreement is strongly advisable. Franchise agreements are lengthy and complex documents that create binding obligations over a significant commercial period. A lawyer experienced in franchise matters can identify risks, explain your rights under the agreement and the Franchising Code, and clarify any obligations that may not be immediately apparent from a first reading. What is the Franchising Code of Conduct and why does it matter? The Franchising Code of Conduct is a mandatory industry code made under the Competition and Consumer Act 2010 (Cth) that regulates franchise relationships in Australia. It imposes obligations on franchisors covering disclosure, good faith, cooling-off rights, marketing fund transparency, and dispute resolution procedures. Both franchisors and franchisees benefit from understanding their rights and obligations under the Code, and legal advice should be sought where there is any uncertainty about compliance. Can aspects of a franchise agreement be negotiated? In some circumstances, aspects of a franchise agreement may be open to negotiation, depending on the franchisor, the franchise system, and the specific commercial context. A franchise lawyer can help identify which provisions are genuinely negotiable and assist with negotiations in a way that supports your long-term commercial interests without unnecessarily complicating the relationship. Disclaimer: This article provides general information only and is not legal advice. The law is complex and varies based on individual circumstances. You should seek specific legal advice about your particular situation before making any decisions about legal matters. Neda Whelan Neda Whelan is the Founder and Principal of Whelan Lawyers. With over a decade of experience as former General Counsel for major national networks such as Clark Rubber and Jim's Group, she provides practical, commercial-first legal strategies for franchisors and business owners.

Introduction Engaging a construction lawyer is one of the more consequential commercial decisions a builder or developer makes, yet it is often left until a project is already in difficulty. Whether you are negotiating a head contract, pursuing a progress claim, defending a contested variation, or managing a dispute that threatens your margin, the quality of your legal advice can shape the commercial outcome in ways that are difficult to undo. Not every commercial lawyer is well placed to assist with construction matters, and the wrong choice can leave you carrying risk you never intended to accept. This guide is written for builders, property developers, contractors, and construction consultants across Melbourne and Victoria who are weighing up their options for legal representation in construction. It explains what construction lawyers actually do, what distinguishes a capable construction law firm from a general commercial practice, and the questions worth asking before you engage. It is written for businesses delivering commercial and high-end projects, and by the end, you will have a clear framework for choosing the right construction lawyer for your projects. Not every commercial lawyer is well placed to assist with construction matters, and the wrong choice can leave you carrying risk you never intended to accept. Why Choosing the Best (Right) Construction Lawyer for Your Construction Business Matters Construction is among the most legally complex industries in which to operate. It involves the application of established contract law principles, statutory payment regimes, building regulations, professional liability, and dispute resolution, and the documents that govern a single project can run to hundreds of pages. In Victoria, the Building and Construction Industry Security of Payment Act 2002 (Vic) governs how and when payment claims must be made and responded to, with strict time frames that can extinguish valuable rights if they are missed. The commercial stakes run in both directions. For a builder, an unfavourable variation clause or an overlooked extension of time (EOT) mechanism can turn a profitable contract into a loss. For a developer, poorly drafted design and construct (D&C) documentation can generate disputes that stall a project and erode returns. A lawyer who works across many areas of commercial law but rarely handles construction matters may not recognise how a liquidated damages clause interacts with an extension of time, or how a payment schedule under the security of payment legislation must be framed to preserve your position. The right construction lawyer brings both legal knowledge and a working understanding of how projects are actually delivered. What Builders and Developers Should Look For in a Construction Law Firm Genuine Construction Experience The most important factor is whether the firm regularly handles construction matters across the full life of a project. That includes drafting and reviewing building and commercial contracts, advising on design and construct arrangements, managing progress claims and payment disputes under the security of payment legislation, handling variations, delay and EOT claims, and resolving disputes over defects and termination. A firm with real construction depth understands how these issues connect, and is alert to the problems that surface only on building projects, such as the relationship between the contract program, time bars, and a contractor's entitlement to claim. Senior Advice Without Big-Firm Overheads Many builders and developers have learned that engaging a large national firm does not always deliver a better outcome. Work is frequently delegated to junior solicitors, costs accumulate quickly, and the senior practitioner whose judgement you are paying for may have limited day-to-day involvement. For boutique and mid-tier businesses, a smaller construction-focused firm can offer a more direct alternative, where a senior lawyer handles your matter from the outset, and you are not funding the overheads of a large institution. When comparing firms, it is worth asking who will actually do the work, how the firm charges, and whether you will have direct access to the lawyer responsible for your matter. Commercial and Dispute Resolution Capability Not every construction matter is a contract review. When a dispute arises, whether a contested variation, an unpaid progress claim, a delay claim, or an allegation of defective work, the capacity of your advisers to carry that matter through negotiation, adjudication, mediation, the Victorian Civil and Administrative Tribunal (VCAT), or Court becomes directly relevant. A firm that combines construction knowledge with genuine dispute resolution capability is better placed to advise you across the full range of situations a project can produce, and to protect your cash flow when payment is withheld. On-Site and Industry Insight Construction advice is most useful when it is grounded in the realities of how projects run. A firm that understands programming, contract administration, payment schedules, and the pressures of practical completion can identify issues early and resolve them before they escalate into formal disputes. This practical perspective, combined with legal rigour, tends to produce faster and more commercial outcomes than legal theory applied in isolation. Practical Guidance: Questions to Ask Before Engaging a Construction Lawyer When you meet a prospective construction law firm, the quality of their answers to a few targeted questions will tell you a great deal about their depth. It is worth asking how many construction matters the firm handles each year, whether they act for builders, developers, contractors, and consultants, and whether they regularly advise on the security of payment regime and commercial building contracts. You should also ask whether the firm can act if a dispute arises, and whether it has experience in adjudication, tribunal proceedings, and construction litigation. A firm that prepares contracts but refers matters out as soon as they become contentious may not be the most strategic choice for a complex or high-value engagement. Equally, it is worth understanding how the firm is staffed and how it prices its work, since this is precisely where many builders and developers feel they have been poorly served in the past. The most useful advisers do not simply describe legal risk in the abstract; they help you weigh it against your commercial objectives and identify the decisions that matter most. How Whelan Lawyers Can Assist Whelan Lawyers advises builders, property developers, contractors, and construction consultants across Melbourne and Victoria. Our construction law services include drafting and reviewing building and commercial contracts, advising on the Building and Construction Industry Security of Payment Act 2002 (Vic), managing variations, delay and extension of time claims, defects and termination issues, and resolving disputes through negotiation, adjudication, the Victorian Civil and Administrative Tribunal, and litigation where necessary. Every matter is handled directly by a senior lawyer, which means you receive considered advice from the practitioner responsible for your work rather than having it delegated down. Our approach combines legal knowledge with practical industry insight, including the perspective of an in-house Construction Industry Adviser with more than a decade of site delivery and contract administration experience. The result is advice oriented toward protecting your commercial position and keeping your project moving, not compliance for its own sake. If you are negotiating a contract, pursuing payment, or managing a construction dispute, we invite you to contact our team for an initial discussion about your circumstances. Frequently Asked Questions What does a construction lawyer do? A construction lawyer advises on the legal, commercial, and regulatory issues that arise across a building or development project. This includes drafting and reviewing construction contracts, advising on payment claims and schedules under the Building and Construction Industry Security of Payment Act 2002 (Vic), reviewing variations, delay and extension of time claims, and resolving disputes over defects, payment, or termination through negotiation, adjudication, the Victorian Civil and Administrative Tribunal, or Court. How do I choose the best construction lawyer in Melbourne for my business? Look for a firm that handles construction matters regularly rather than occasionally, that acts for builders, developers, and contractors, and that can both prepare contracts and run disputes if they arise. For boutique and mid-tier builders and developers, it is also worth confirming who will actually do the work and how the firm charges, so that you receive senior advice without funding the overheads of a large national firm. When should a builder or developer engage a construction lawyer? Ideally, before signing a contract, since that is when risk is allocated and the cost of changing position is lowest. Engaging a lawyer early lets you negotiate variation, payment, time, and liquidated damages provisions before they are fixed. Advice is equally important when a payment dispute, delay claim, or defect allegation emerges, where strict statutory timeframes can affect your rights. What is the Building and Construction Industry Security of Payment Act and why does it matter? It is Victorian legislation that gives parties in the construction industry a statutory right to claim and recover progress payments, supported by a rapid adjudication process. It sets strict timeframes for making payment claims and providing payment schedules, and missing those timeframes can significantly affect your entitlements. Because the consequences of getting it wrong can be serious, legal advice should be sought whenever there is uncertainty about a claim or a response. Disclaimer: This article provides general information only and is not legal advice. The law is complex and varies based on individual circumstances. You should seek specific legal advice about your particular situation before making any decisions about legal matters. Neda Whelan Neda turns complex legal contracts into straightforward, strategic guidance for builders, developers, and consultants. From managing strict SOPA deadlines to defending defect claims, she leverages targeted legal strategies to safeguard your commercial interests. Daniel Whelan With over a decade of experience as a site architect and project manager, Daniel understands the realities of a construction site. He bridges legal strategy and site reality by assisting with reviewing payment schedules, delays, and variations. This practical industry perspective can resolve conflicts early, preventing costly litigation.