For a seller (vendor), the Guide provides an important checklist of things to consider when listing a business for sale. It should be helpful in understanding how the law will work, what’s included and excluded from the business, timing, notices and so on. For a potential buyer, it provides a better understanding of what the proposed Contract actually means and what to expect during the process.

What to do next: If you would like more information on buying or selling a business, or assistance in doing so, call Joe Kafrouni or Rob Montes on (07) 3354 8888 or joe@klaw.com.au or rob@klaw.com.au.

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Regulation & Pharmaceutical Benefits Scheme

There are strict requirements under Queensland law as to who can and cannot own a pharmacy business. In order to purchase a pharmacy in Queensland, the buyer, whether a company or individual, must meet the strict legal requirements set out in the Pharmacy Business Ownership Act 2001. Failure to meet the requirements of these laws before commencing business could incur fines of up to $20,000.00 and could potentially mean you own a business that cannot legally operate. Therefore, before signing a contract for the purchase of a pharmacy, consideration should be given to the process and time frame for making all applications for the necessary approvals, licenses and permits required to own and operate the business. Only once approval has been obtained from the appropriate state authority will Medicare Australia consider an application for the necessary approval for the business under the pharmaceutical benefits scheme.

It is therefore imperative that a contract for the purchase of a pharmacy is made conditional upon the buyer obtaining the necessary state and federal approvals by way of carefully worded special conditions.

Trading Stock & Suppliers                                

The continued supply of stock such as prescription medicines, health supplements, first aid products and often beauty and infant supplies are important to the continued undisrupted trading of the business following settlement. It will be important to ascertain whether existing supply agreements and their inclusion, such as display and shop fittings, can be transferred or if new agreements will need to be negotiated and put into place from settlement.  In order to accommodate this investigative and negotiation period it is important to make the settlement of the contract subject to obtaining satisfactory due diligence and also the satisfactory transfer or negotiation of new supply contracts. The only way to accomplish this is by the insertion of precise special conditions.

Account Customers                                                            

Most pharmacies will have customers who purchase goods from the pharmacy by way of a monthly account. Special attention should be paid to the amount of these accounts, their record of payment and any discounts that the current owner has agreed to provide to each account customer.  It is advisable to make the settlement of the contract subject to a special condition to obtain a satisfactory inspection of the business’ financial accounts, in order to give a buyer and its financial advisors time to ascertain whether aside from the rest of the financial records, they are satisfied with the customer account arrangements..

Conclusion

In order to protect their business, a buyer of a pharmacy should always seek the advice of a specialist business lawyer prior to signing a contract. Without this assistance and the inclusion of all necessary special conditions in the contract, a buyer could become the owner of a business without the necessary stock and trade, or worse a business they cannot legally operate.

What to do next: If you would like more information on buying or selling a professional services firm, or for all queries regarding business sales and assistance, call Joe Kafrouni or Rob Montes on (07) 3354 8888 or joe@klaw.com.au or rob@klaw.com.au.

Disclaimer

The information provided by Kafrouni Lawyers is intended to provide general information and is not legal advice or a substitute for it. You should always consult their own legal advisors to discuss their particular circumstances. Kafrouni Lawyers makes no warranties or representations regarding the information and exclude any liability which may arise as a result of the use of this information. This information is the copyright of Kafrouni Lawyers.

Whilst the development of applications can be through a number of retailers, this article will refer to the process involving the development and approval of an iPhone application through Apple.  In this regard, a business will need to consider its legal relationship with Apple, as well as the risks arising with an end user.

Consider Issues with the iPhone Application                                                                                                                

When dealing with the potential risks of an iPhone application, it is important to firstly consider the potential issues that might arise with someone using the application.  Some applications (e.g. Angry Birds) might be fairly innocuous and low risk, whereas others (e.g. location services) might have serious consequences.

By way of example, consider the development of an iPhone application that relies upon third party location services in order to track business assets and capture important reference data for field work.  An obvious risk would be the possibility of inaccurate information being provided by the application.  It might cause the end user a loss of time or money if their location was displayed incorrectly or if assets being tracked where recorded incorrectly.

Another issue is whether the application is infringing on a third party’s copyright.  In the above example, third party sources of information (e.g. Google Maps and Open Street Maps) were used.  Therefore, it was necessary to obtain the terms of use of those third party applications to determine what could and could not be done in terms of incorporating those third party services into the application.  Also, depending on what was being used and the extent to which it was being used, you might require a provision in your own end user licence agreement to deal with the use of such third party applications.

Standard End User Licence Agreements

Fortunately, Apple Inc. has a standard End User License Agreement (EULA) that you can adopt as part of the iPhone development approval process.  As license agreements go, the current version is generally very good and covers most of the issues.   It is fairly comprehensive in terms of excluding or limiting liabilities and any warranties (promises) about the application.  However, because it is a generally worded document, it does not cater for specific iPhone applications that have their own requirements.  Consequently, you need to ensure that your end user licence agreement covers the important issues.

In reference to the above example, one issue with the standard EULA was that it did not cater for the requirements of third parties (e.g. Google Maps).  Given the manner in which the application was incorporating the location services of third parties, the business needed to explicitly state in their terms of use that users were agreeing, by using the application, to be bound by Google’s terms of use.  In this regard, the business also had to be mindful of using a third party’s information which was subject to copyright.  In the very least, you may need to ensure that copyright and trademark notices remain on the information presented in the iPhone application.  You may also need to incorporate pop-up windows in the application (with a link attached) to ensure that users agree to be bound by the third party’s terms of use.

Another issue that might arise is the need for a privacy policy.  If the application enables any party to gain access to information about users of the application (including personally identifying information or non-personally identifying usage information) you may need to have a privacy policy incorporated into the application or linked to the application.

Given that some iPhone applications use third party software, you should determine whether you need to keep up-to-date with the third party’s terms of use, which may change over time.  For example, an application that uses third party maps (e.g. Google) may have a limit to the number of daily downloads.  That may change over time forcing the application to subscribe to a premium service allowing greater downloads or curtailing the use of the third party software.  If you do not keep up-to-date with the terms of your use of the third party application, you could find yourself in breach of copyright or in breach of a third party’s terms of use.

Conclusion

Businesses and developers must be aware of the potential legal risk posed by the development and distribution of an iPhone application.  Consideration should be given not only to the legal relationship between the business and the retailer, but also to the risks between the business and the end user.  Also, developers should be mindful of using third party software and the implications.  Issues such as copyright and breaches of intellectual property need to be addressed.

Properly drafted terms and conditions tailored to the particular circumstances of each iPhone application will help manage the risks posed by such applications.

What to do next: If you would like more information on dealing with software applications development, call Rob Montes or Joe Kafrouni on (07) 3354 8888 or email rob@klaw.com.au or joe@klaw.com.au.

Disclaimer

The information provided by Kafrouni Lawyers is intended to provide general information and is not legal advice or a substitute for it. Software developers should always consult their own legal advisors to discuss their particular circumstances. Kafrouni Lawyers makes no warranties or representations regarding the information and exclude any liability which may arise as a result of the use of this information. This information is the copyright of Kafrouni Lawyers.

The Act does allow for conduct inferring consent but this has not been tested in court as yet and can be hard to prove. It is therefore better to obtain documented consent prior to forwarding the contract documentation to the other party.

This requirement can be answered by simply sending the contracting party or their solicitor an initial email requesting that they consent by return email to accept the documentation and all further communications in regard to the contract by email or fax.

Example:

Please confirm by return email/fax that you agree to accept all contract documentation [on your client’s behalf] in relation to your proposed contract by electronic means. We are required to gain your consent prior to forwarding the contract documentation under the Electronic Transactions (Queensland) Act 2001.

Further, it is important that a condition (or special condition) be inserted into the contract to provide for the signing of the contract by counterpart via email or fax and that the counterparts will be binding on the parties. Such a special condition will only be effective if the above email/fax has been sent and return by the recipient or their solicitor.

What to do next: If you would like more information on dealing with this issue, or for all queries regarding business sales and assistance, call Joe Kafrouni or Rob Montes on (07) 3354 8888 or joe@klaw.com.au or rob@klaw.com.au.

Disclaimer

The information provided by Kafrouni Lawyers is intended to provide general information and is not legal advice or a substitute for it. Buyers and sellers of businesses should always consult their own legal advisors to discuss their particular circumstances. Kafrouni Lawyers makes no warranties or representations regarding the information and exclude any liability which may arise as a result of the use of this information. This information is the copyright of Kafrouni Lawyers.

I was also fortunate to have Kafrouni Lawyers do me a fantastic lease agreement for the business, as I was the owner occupier of my business and now the landlord.

I recommend Kafrouni Lawyers to anyone needing legal assistance for their business.

Due Diligence       

Although most buyers will have ascertained prior to signing the contract whether the business is well situated, has enough parking or ease of access for clients and is close to facilities important to the business, the REIQ Business Sale Contract only provides a buyer with 10 business days from the date of contract to verify whether the financial accounts of the business are true and correct.  It does not provide the buyer with time to undertake further due diligence such as investigating the businesses goodwill, the licences and accreditations held or required by the business and its employees, or whether the company’s intellectual property is appropriate to the business, transferable and in good working order.

It is important to note that the goodwill of a professional services business quite often rests with the reputation of the owner or principal licence holder. Investigation should be undertaken as to whether the owner or principal licence holder or key staff have ever been, or are, the subject of a professional or ethical investigation such as for negligence, malpractice or professional misconduct. Any such charges or investigations could have a detrimental impact on the businesses goodwill, both at the time of sale and in the future.

A special condition to allow a buyer enough time and access to information to ascertain the true value and running requirements of a business is therefore imperative.

Licences & Accreditations

Most professional service businesses require some kind of licence or accreditation either for the business or more usually for the principal and its key employees (such as real estate licence, financial advisor licence, accounting degree and medical degrees). It is important that these licences and accreditations are in place at settlement, if not before, so that the buyer can begin trading immediately upon settlement. It is advisable to make the settlement of the contract subject to obtaining all necessary licences and accreditation by way of a special condition in the contract.

Restraint of Trade

The REIQ contract only includes a restraint of trade by time and geographical area. It does not prevent the seller from canvassing or dealing with existing clients, poaching key staff or disclosing confidential information about the business to a competitor following settlement.

It is imperative to protect a buyer’s interest by including a detailed restraint of trade clause in the contract that is specific to the needs of the buyer and the professional service business being purchased.

Software

Software can be key to the operation of a professional service business (such as accountants using tax preparation programs, medical centres, dentists and physiotherapists using client record databases). It is therefore important to ascertain whether:

• the software is still available;
• the software is suitable or adequate for the purpose of the business;
• the software is up-to-date and the provider is updating it at least annually (this is especially important with accounting programs updating tax tables);
• that the software can be transferred or a licence can be purchased without loss of existing client data; and
• that the software will run on the buyers current computer equipment (if not purchasing seller’s computer equipment) and will continue to do so if the buyer upgrades its computer hardware in the near future.

These investigations would no doubt be undertaken during the due diligence period. However, it is advisable to make settlement of the contract conditional upon the transfer or purchase of a licence to run the software to ensure that all client information can be accessed from the day of settlement.

Files and Fees

Many professional practice fees are charged up-front at each client attendance (such as doctors, dentists and veterinary practices). However, in some professional service businesses (such as accountants, surveyors and law firms) fees for work done can accumulate over time with an account only being issued when the work is complete. It is therefore important that a basis for billing and collecting fees for work, which falls over the contract period and after settlement, be inserted into the contract.

It is also important to the ensure that an agreement is recorded for retaining past and current client records or files, as well as how the business’ clientele will be advised of the change of ownership.

Conclusion

As there are many issues unique to buying a professional service business, a buyer should seek the advice of a specialist business lawyer prior to signing a contract to ensure that the contract includes all special conditions necessary to protect their interests. Without these protections in place, a buyer may find they are unable to run their new business properly, or at all, following settlement.

What to do next: If you would like more information on buying or selling a professional services firm, or for all queries regarding business sales and assistance, call Joe Kafrouni or Rob Montes on (07) 3354 8888 or joe@klaw.com.au or rob@klaw.com.au.

Disclaimer

The information provided by Kafrouni Lawyers is intended to provide general information and is not legal advice or a substitute for it. You should always consult their own legal advisors to discuss their particular circumstances. Kafrouni Lawyers makes no warranties or representations regarding the information and exclude any liability which may arise as a result of the use of this information. This information is the copyright of Kafrouni Lawyers.

Statutory Demands Generally

Issued under the Corporations Act, statutory demands are essentially a notice to the debtor company that it is required to pay the debt (which may include 2 or more debts), within 21 days or else it is presumed to be insolvent.  Importantly, the debts cannot relate to contingent or prospective liabilities; so creditors should only issue a statutory demand when they are sure that there is no possibility of a dispute over whether the debtor in fact owes you the money.

Form of Statutory Demands

The statutory demand must be in the prescribed form under the Corporations Act and it must be signed by the creditor or on behalf of the creditor.  The form is very particular and, if not completed properly, may give the debtor an argument to set it aside for being “defective”.

If the debt is not a judgment (i.e. it is a debt due to a Court order), then the statutory demand must have a supporting affidavit attached.  Some issues that sometimes arise with the demand and supporting affidavits:

• it is not in the prescribed form;
• the supporting affidavit is not sworn correctly;
• the form does not properly refer to the parties as “debtor” and “creditor”;
• the affidavit is inaccurate or incomplete (e.g. it does not verify the debt that is owed);
• the creditor has to be careful in setting out the debt and the manner in which interest is claimed, if there is any ambiguity whatsoever then the statutory demand might be “defective”;
• if there are two or more debts, then care is required to ensure that each debt is identified and the total amount is also inserted into the statutory demand.

Once the demand and (if applicable) supporting affidavit have been finalised, the next step is to arrange for “service” on the debtor.

Serving Statutory Demands

The documents must be served by either:

• leaving it at, or posting it to, the registered office of the debtor company; or
• delivering a copy of the documents personally to a director of the company who resides in Australia.

An up-to-date company search with ASIC will reveal those details.

If the debtor does not take any action, the creditor will ultimately need to satisfy a Court that it properly served the debtor company; so evidence of the mode and time of service will be required.

Debtor’s Response

Once the debtor is served with the statutory demand, it has two options in response: either do nothing or make an application to the Court to set it aside.

The debtor can apply to set aside the statutory demand, but it must make an application to the Supreme Court within 21 days (without exception) of receiving the demand and must serve that application and supporting affidavit on the creditor.

If the debtor makes the application, it will have to prove to the Court that, more likely than not, it has a defence to the statutory demand.  This is done by providing affidavits (sworn on oath) giving evidence to satisfy the Court that:

• a ‘genuine dispute exists’’; or
• it has a counter-claim or some other claim that can be off-set against the debt; or
• a defect in the statutory demand would cause “substantial injustice” to the debtor; or
• there is some other reason within the Court’s general discretion to set aside the demand.

All that is required in order to evidence a ‘genuine dispute’ is that the debtor has a ‘plausible contention requiring investigation’, but it cannot be ‘spurious, hypothetical, illusory or misconceived’ (i.e. not fanciful or far-fetched).  As to defects, some examples are:

• an irregularity;
• a misstatement of an amount or total;
• a misdescription of a debt or other matter; or
• a misdescription of a person or entity.

This evidence must be provided by way of affidavit/s.  Importantly, the supporting affidavit (which is filed in that 21 day period) must contain evidence of the grounds relied upon by the debtor to set aside the demand.  There is no problem with supplementing the grounds later on with further affidavits (before the application), but if the debtor neglects to specify particular grounds in the 21 day period, the debtor might not be able to rely on such grounds when the application is heard.

If the debtor successfully argues to set aside the statutory demand, the Court may order that the creditor pay the costs of the application.

If the debtor does not contest the statutory demand or fails in its application to set it aside, then the debtor company will have an additional seven days to pay the debt (unless the Court extends the time for compliance with the demand). Once the time for compliance has expired, the creditor can (but is not required to) take action to wind-up the debtor company.  Importantly, just because the debtor company is then presumed to be insolvent, the debtor could still defend the winding-up application, if it could prove that it was not insolvent.

Conclusion

Creditors must be aware that a creditor’s statutory demand can only be used when it is for a debt that is due and owing, over which there is no genuine dispute.  Creditors must also appreciate that if a debtor wishes to buy time, then they can make a Court application to set aside the statutory demand, providing that they can satisfy the Court that they have an arguable defence to the claim.

For creditors wanting to avoid the costly and lengthy litigation route, statutory demands are ideal to place maximum pressure on debtor companies in the shortest period of time.  However, given the technicalities, legal advice should be sought to ensure a maximum chance of success.

For debtors who have received a statutory demand, legal advice should immediately be sought, otherwise there may not be enough time to make the application or adequately set out the grounds, which may prejudice the debtor’s chances of successfully setting aside the statutory demand.

What to do next: If you need help with collecting a debt or responding to a court initiated claim or statutory demand, call Rob Montes on 3354 8888.

Disclaimer

The information provided by Kafrouni Lawyers is intended to provide general information and is not legal advice or a substitute for it. The parties to an agreement should always consult their own legal advisors to discuss their particular circumstances. Kafrouni Lawyers makes no warranties or representations regarding the information and exclude any liability which may arise as a result of the use of this information. This information is the copyright of Kafrouni Lawyers.

As a potential buyer, what would you do if you bought a business with significant goodwill, only to have the seller open up a competing business nearby and trade off the goodwill of the business that was sold to you? How would you react if the seller used confidential customer lists of the business to peach your customers for their newly-created business?

This is where ‘restraint of trade’ clauses in contracts can help protect you as a buyer. Unless you have a reasonably effective restraint of trade clause in the business sale contract – or as a separate agreement – you may not be able to do anything. Consequently, you would not be getting what you bargained for.

Issue

As a buyer you may be presented with a standard contract, such as the REIQ contract, that provides a standard restraint of trade by geographic area and time only. This may not be enough, For example, such restraints provide that the seller cannot start a competing business to the one sold within a defined radius of say, five kilometres, for a defined period of say two years.

While this may be useful when a majority of the business’ customers are within a certain distance from the business premises, as is the case with takeaway shops, grocery stores and newsagencies, it will not be satisfactory when the customers are spread far and wide, in the case of professional service firms, manufacturing businesses and specialised retail shops. Therefore, a buyer also needs to consider restraining other conduct by the seller after settlement, for example:

1. Restraining competition: the seller providing competing goods and services;
2. Assisting competitors; the seller promoting or assisting another competitor;
3. Soliciting customers; the seller soliciting the customers of your new business;
4. Interfering with employees: the seller attempting to poach the employees of the business:
5. Disclosing confidential information:  the seller using confidential business and financial information of the business.

It may also be the case that restraining the seller alone is insufficient.

For example, if the seller is a company, a director or shareholder who is not personally restrained may start a competing business in their own right or in another company they control.

Therefore, restrains of shareholders, managers and key employees of the seller might also be necessary in order to protect the goodwill of the prospective business.

Solution

Unless the contract provides sufficient restraints against the seller, you might not be protecting your interests. However, not all restrains are valid at law and you have to get them right by ensuring that the restrain clause covers your practical needs, without being at risk of being too wide and unreasonable, it will be invalid and therefore unenforceable. The three main limitations that are required in most types of restraints to ensure reasonableness relate to:

1. The scope of the activity prohibited:
2. The duration of the restraint, for example time, and
3. The area within which the restraint operates, for example geography.

The total restrain should be reasonable in the interests of both the buyer and the seller.

Restraints of trade clauses are important and often critical to the deal, so if you are in any doubt as to what is reasonably necessary, you should discuss it with your lawyer as early as possible to protect you interests and avoid any unnecessary delays.

Unless you have a reasonably effective restraint of trade clause in the business sale contract, the goodwill of your new business might be seriously undermined and you will not be getting what you bargained for.

What to do next: If you would like more information on dealing with this issue, or for all queries regarding business sales and assistance, call Joe Kafrouni or Rob Montes on (07) 3354 8888 or joe@klaw.com.au or rob@klaw.com.au.

Disclaimer

The information provided by Kafrouni Lawyers is intended to provide general information and is not legal advice or a substitute for it. You should always consult their own legal advisors to discuss their particular circumstances. Kafrouni Lawyers makes no warranties or representations regarding the information and exclude any liability which may arise as a result of the use of this information. This information is the copyright of Kafrouni Lawyers.

If the franchisor (or anyone else for that matter) is getting a fee for the sale, then the answer is “yes”.

In Queensland, the Property Agents and Motor Dealers Act 2000 (“PAMDA”) provides for the licensing of real estate agents.

Relevantly, section 128(1) of PAMDA authorises the holder of a real estate agent’s licence to perform the following activities as an agent for others for reward:

(a)     to buy, sell, exchange, or let businesses or interests in businesses;

(b)     to negotiate for the buying, selling, exchanging, or letting of something mentioned in paragraph (a).

Furthermore, section 160 of PAMDA makes it an offence to act as an agent without a license:

A person must not, as an agent for someone else for reward [emphasis added], perform an activity that may be done under the authority of a real estate agent’s licence unless the person:

• holds a real estate agent’s licence and the performance of the activity is authorised under the person’s licence; or
• is otherwise permitted under this or another Act to perform the activity.

So if a franchisor (whether a person or corporation) sells a franchisee’s business in Queensland for a “reward” and does not have a licence, then the franchisor may have committed an offence under PAMDA (unless the franchisor qualifies for an exemption).

The determining factor is whether the franchisor is acting on behalf of the franchisee for a “reward”.  Any franchisor that acts as an agent in the sale process as a free service to the franchisee will not be doing anything illegal.  However, once a franchisor is getting some form of benefit, which could be viewed as a “reward”, the franchisor might be breaking the law by doing so without a licence under PAMDA.

Unless the arrangement does not involve a “reward”, a person or company unlicensed under PAMDA should not be acting for a seller in the sale of a business.  Otherwise, they might face serious consequences: the maximum penalty under PAMDA is currently $20,000 for individuals ($100,000 for corporations) or 2 years imprisonment.

What to do next: If you would like more information on dealing with this issue, or for all queries regarding business sales and assistance, call Joe Kafrouni or Rob Montes on (07) 3354 8888 or joe@klaw.com.au or rob@klaw.com.au.

Disclaimer

The information provided by Kafrouni Lawyers is intended to provide general information and is not legal advice or a substitute for it. You should always consult their own legal advisors to discuss their particular circumstances. Kafrouni Lawyers makes no warranties or representations regarding the information and exclude any liability which may arise as a result of the use of this information. This information is the copyright of Kafrouni Lawyers.

No, providing the transaction is simply a sale of a business through a share sale.

Business brokers engaged to sell a business will usually do so through a sale of the business assets.  However, it is sometimes better to sell the company (i.e. the shares) that owns the business.  So some business brokers have queried whether they need to be careful to ensure they are not doing anything involving shares that might require a financial services licence.

In this regard, the Corporations Act licenses the financial services industry by regulating financial services, most financial products and the providers of financial products and services.  Under the Corporations Act, shares of a company are included in the definition of a “security”, which in turn is included in the general definition “financial products”.  The Corporations Act states that a person who (amongst other things not relevant to typical business brokers) deals in a financial product or provides financial product advice is required to have a financial services license.

So if a business broker is selling a business through a share sale, is there a risk that they might be dealing in a financial product or giving advice about shares by selling the shares on behalf of the seller?  It basically comes down to whether the shares could be considered a “financial product”, which is a facility through which, or through the acquisition of which, a person:

• makes a financial investment;
• manages a financial risk; or
• makes non-cash payments.

The only category relevant to business brokers would be for the purpose of making a financial investment, which the Corporations Act classifies as one where the investor does not have any “day-to-day control” over the use of the investment to generate a return or benefit.  The Corporations Act gives the following example of an action that constitutes making a financial investment:

A person pays money to a company for the issue to the person of shares in the company and the company uses the money to generate dividends for the person and the person, as a shareholder, does not have any control over the day-to-day affairs of the company.

So shares of a company transferred as part of a business sale would not ordinarily fall within the definition of a “financial product” as it is not a facility where the investor (i.e. buyer) has no control over the day-to-day affairs of the company.  This makes sense as the shares in a business sale context are not in the same category as typical “financial products” necessitating the need for regulation, for example: managed investments schemes, derivatives and contracts of insurance.

It is difficult to envisage a situation where a business broker might require a financial services license, given that the intent of the Corporations Act is to regulate the financial services industry and the dealings in financial products.  Providing the share sale is simply an alternative method for the sale of a business and the broker is only doing what they would normally do in acting for the seller of a business, the transaction will not be caught by the Corporations Act and a business broker will not require a financial services licence.

What to do next: If you would like more information on dealing with this issue, or for all queries regarding business sales and assistance, call Joe Kafrouni or Rob Montes on (07) 3354 8888 or joe@klaw.com.au or rob@klaw.com.au.

Disclaimer

The information provided by Kafrouni Lawyers is intended to provide general information and is not legal advice or a substitute for it. The parties to an agreement should always consult their own legal advisors to discuss their particular circumstances. Kafrouni Lawyers makes no warranties or representations regarding the information and exclude any liability which may arise as a result of the use of this information. This information is the copyright of Kafrouni Lawyers.