Commercial contracts
The founders’ sale of their agency, completed in 5 months.
The two founders of a 12-person design agency
Area
Led by
Instruction to result
Fee
, 2025
- InstructedThe buyer’s offer and draft heads of terms.
- Due diligence openedA data room of 140 documents, prepared with the founders.
- Agreement settledWarranties and limits on claims agreed.
- Disclosure finalEvery known issue disclosed against the warranties.
- CompletedShares transferred, price paid on completion.
Result not published. Completed 5 months after instruction.
Demo matter. Past results do not guarantee a similar outcome.
The two founders of a Bath design agency had an offer for the whole company from a larger agency in London. They had built the business over eleven years, they had never sold one, and the buyer’s lawyers sent a first draft share purchase agreement with wide warranties, no cap on claims and a three-year non-compete. The founders also wanted to know what they would be personally on the hook for after completion, and for how long.
Eleanor ran the sale and Thomas handled the studio lease, which needed the landlord’s consent to the change of control. Before any document was signed we set up a data room with the founders and went through the agency’s contracts, staff terms and intellectual property, so that problems were found by us first and disclosed on our terms, not discovered by the buyer.
In the share purchase agreement we negotiated a cap on warranty claims, a time limit for bringing them, a minimum size below which claims cannot be brought, and a non-compete reduced to the period and clients the buyer actually needed. The disclosure letter listed every known issue against the warranties it related to.
The sale completed on 31 January 2025 and the price was paid in full on completion. The founders asked us not to publish the price or the terms, which is why this record shows the timeline and not the result. They knew from the first month what they would be liable for after completion, and both stayed on with the buyer for an agreed handover period.
We had never sold a company. We always knew what the next step was and what it would cost.
Founder and creative director, the design agency
Employment
Unfair dismissal claim, resolved in 7 months.
A 40-person logistics company
Settled before the hearing for £14,000, against a claim of £38,000.
Instruction to result: 7 months
Commercial contracts
A retailer’s supply terms, made signable in 11 weeks.
A 60-person furniture maker
Signed, with liability capped and payment due in 45 days, not 90.
Instruction to result: 11 weeks
Property
A 10-year renewal for the kitchen that supplies four cafés.
A café group with four sites and a central kitchen
New 10-year lease, tenant break at year 5, rent increases capped at 4% a year.
Instruction to result: 7 months