Commercial Contracts
Drafting, reviewing and negotiating commercial agreements.
We advise businesses on the full lifecycle of commercial contracts, from initial drafting and negotiation through to dispute resolution. Our team has extensive experience in preparing and reviewing supply agreements, distribution agreements, licensing arrangements, agency agreements, and terms and conditions of business.
Whether you are entering into a new commercial relationship or seeking to renegotiate existing terms, we provide clear, practical advice that protects your commercial interests while maintaining important business relationships.
Our Commercial Contract Services
We handle contract drafting and review, negotiation support, breach of contract disputes, contract termination advice, and supply chain agreements. Our approach combines commercial awareness with legal rigour to deliver solutions that work in practice.
Practice lead
Our commercial contracts practice is led by Leon Chua, Partner at Duan & Duan UK LLP. Leon is long-term adviser to several of China's leading airlines and to clean energy, pharmaceutical, hospitality, food and beverage and professional services groups with UK–Greater China touchpoints, regularly drafting and negotiating distribution, reseller, franchise and supply agreements for their UK activities. He also acts in the commercial disputes that arise out of such arrangements, including the Commercial Court proceedings in HungryPanda AU Pty Ltd v Yan Liu [2025] EWHC 1512 (Comm).
Frequently Asked Questions
What commercial contracts does your firm typically draft?
Distribution and reseller agreements, franchise arrangements, supply and manufacturing contracts, agency agreements, services agreements, licence agreements, consultancy agreements, and NDAs. For clients operating between the UK and Greater China, we regularly draft bilingual contracts or parallel English/Chinese drafts with coordinated controlling-language provisions.
What governing law and jurisdiction should I choose for a UK-China contract?
There is no single answer — it depends on where the assets, counterparties and enforcement targets sit. English law is widely used for commercial neutrality and predictability. Choice of forum is separate from choice of law: London arbitration produces awards enforceable in over 160 countries (including China) under the New York Convention 1958, which is often the pragmatic choice for UK-China contracts where direct court enforcement would be difficult.
What happens if my counterparty breaches a commercial contract?
Typical remedies are damages, specific performance, injunctive relief, or termination. The right response depends on the contract's termination and dispute-resolution clauses, the nature of the breach (material vs minor), mitigation obligations, and the urgency. Early advice can secure interim remedies (freezing orders, specific performance injunctions) that a later approach would miss.
Do you draft contracts in Chinese as well as English?
We regularly work on bilingual contracts. Our position is that each language version should be prepared by native-speaking lawyers rather than translated from one to the other, with a clear controlling-language provision so that in the event of inconsistency the controlling version prevails. Leon Chua drafts and negotiates in English; Mandarin- and Cantonese-speaking colleagues work on the Chinese versions.
Can you help when a distribution or franchise arrangement breaks down?
Yes. Leon Chua acts in Commercial Court and Chancery Division proceedings arising out of terminated distribution, franchise and supply arrangements — including HungryPanda AU Pty Ltd v Yan Liu [2025] EWHC 1512 (Comm), a cross-border dispute arising out of an asset purchase agreement for the Easi food delivery business. Early engagement is critical: the first formal step (or its absence) often shapes the entire dispute.
Do you work with clients from China's aviation and logistics sectors?
Yes. Leon Chua is long-term adviser to several of China's leading airlines and to a range of consumer-products, logistics, food and beverage, and professional services groups with UK-China touchpoints. The firm drafts and negotiates their UK-facing distribution, supply, franchise, master services and intra-group agreements.