Commercial Lawyers Melbourne

Commercial Lawyers Melbourne

Our commercial lawyers in Melbourne offer practical legal advice so you can keep your focus where it should be – on your business!

We're business people

With a proven track record of delivering exceptional legal services, Sanicki Lawyers is one of the most trusted commercial law firms in Melbourne. Our team of experienced business lawyers and corporate lawyers can guide you through the complexities of commercial law while recognising the specific needs of your business. We have extensive experience across industries such as hospitality, retail, manufacturing, health, media, entertainment and professional services. Our approach centres on close collaboration to understand your background and objectives, ensuring you stay informed and in control of your decision-making throughout the process.

Personalised solutions
for businesses

We understand that businesses, particularly small businesses, face unique challenges. As a boutique commercial law firm, we are dedicated to providing personalised legal solutions, tailored to your needs. We help you navigate the legal landscape and offer practical strategies to achieve your goals – from complying with applicable laws and regulations, to drafting bespoke contracts tailored to your arrangement, to negotiating agreements to protect your commercial interests.

Testimonials

As the Group Commercial Manager for the Salvation Army Australia, I have used Sanicki Lawyers to assist me with commercial contracts and have found their advice, highly professional, commercially astute and legally sound.  I have no hesitation in recommending them to assist you in any commercial transaction.

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— Robert J

Exceptional service from Sanicki Lawyers. I would never hesitate to recommend the team, and will certainly use their firm again for my business.

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— Julia N

Chelsea, Darren and the broader team at Sanicki Lawyers are an integral part of our business… It’s a bonus that they’re incredible to work with. We can’t recommend them highly enough – and wouldn’t trust anyone else with our contracts or business requirements

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— Giorgio M

Sanicki Lawyers have been incredible to work with. They’re professional, approachable, and really know their stuff. The team made everything easy to understand and were always quick to respond. You can tell they genuinely care about their clients. Highly recommend them for anyone needing solid legal support.

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— Brandon W

The Sanicki Lawyers team make you feel so welcome, and explain fully costs and processes. It’s so comforting to be able to approach these guys and feel confident with what they do.

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— Gina C

By having a Sanicki lawyer involved I feel peace of mind knowing the deal has every chance of coming to fruition. I can honestly say that Darren, along with his wonderful team, have saved deals for me on several occasions. Sanicki’s end to end service makes my business life much less stressful.

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— Steve P

Couldn’t have had a better experience. These guys are warm and efficient. Best!

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— Harry F

Darren has an excellent team of friendly and accessible people who are both efficient and practical. I trust Darren and his team to deliver for my clients at the most crucial stage of their transaction.

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— Ian A

I engaged Terence and Grace after I was defrauded a significant sum of money. Being a victim of cyber fraud is extremely stressful and confronting. Thanks to them I felt an instant sense of relief when they took on my case and achieved a successful outcome within a short period of time. Terence and Grace were extremely knowledgeable in their case law and knew the strategic steps to take, to help me recover both my lost funds and interest. I can’t thank them enough for their professionalism and empathy they displayed to me, to achieve this extraordinary result. I am eternally grateful.

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— George S

I couldn’t be more impressed with the exceptional service provided. The quality of work was outstanding, and any amendments I requested were handled with professionalism and efficiency. Communication was seamless—emails were always responded to promptly, which made the whole process smooth and stress-free. I engaged them for commercial legal matters, and both Chelsea and Natasha delivered beyond expectations. Highly recommended!

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— James T

Our Expert Team:

Celia Welch

Associate

Celia joined Sanicki Lawyers in 2026, practising in Commercial Law, Retail and Commercial Leasing, Franchising, Intellectual Property Law, and Estate Planning and Administration.

Celia was admitted to practice in 2020. She holds a Juris Doctor from Monash University, a Master of Arts and Entertainment Management from Deakin University and a Bachelor of Dramatic Arts (Technical Production) from the National Institute of Dramatic Arts (NIDA).

Celia has expertise and experience in:

  • Contractual matters: reviewing, negotiating and drafting agreements, including service, consultancy and contractor agreements, preparing terms and conditions.
  • Retail and commercial leasing: acting for landlords and tenants.
  • Commercial transactions: acting for vendors and purchasers in relation to the sale of businesses and share sales.
  • Franchising: acting for franchisors and franchisees in transactions and compliance matters.
  • Trade mark law: assisting clients with applications and transfers in Australia and internationally; advising in relation to alleged infringements.
  • Corporate structuring: including preparing shareholder agreements; interpreting and amending trust deeds.
  • Estate planning and administration: drafting wills, enduring powers of attorney and appointments of medical treatment decision makers; and acting for executors/administrators in obtaining Grants of Probate or Letters of Administration.

Previous clients have commended Celia on her ability to guide them through legal processes, her attention to detail, her practical problem-solving approach to achieving commercial outcomes, and her calm and personable manner.

Prior to practicing law, Celia had an established career as a Stage and Production Manager in the creative industries in which she worked for many of Australia’s leading companies, festivals and venues in the corporate, non-profit and government sectors. Celia was also a sessional lecturer and tutor at the Victorian College of the Arts (VCA) and Deakin University.

Career highlights included being part of the stage management team delivering the pre-match entertainment for numerous AFL Grand Finals, working in stage and orchestral management for international opera companies and concert artists touring Australia, and coordinating Sydney Festival’s music program at the Sydney Opera House.

Since 2021, Celia has volunteered as a Concert Coordinator of the Lyrical Lunchtime Concerts at the Supreme Court Library for BottledSnail Productions, the Melbourne legal profession’s performing arts for wellbeing initiative.

Outside the office, Celia enjoys indulging in gourmet experiences, is a test cricket and tennis enthusiast, delights in attending a wide range of music, arts and cultural events, travelling and spending time in nature, especially in coastal environments.

 

Patrick McKinlay

Senior Associate

Patrick joined Sanicki Lawyers in 2025 as a key member of the commercial law team. Since his admission to practice in 2021, Patrick has built a diverse legal foundation, gaining experience across franchising, corporate and commercial law, retail and commercial leasing and commercial litigation. His versatility and pragmatic approach make him a dynamic legal adviser for a broad range of our clients.

Patrick has developed a strong focus in franchising, acting for both franchisors and franchisees across various sectors. He provides expert advice on franchise compliance, structuring, transactions and dispute resolution.

Patrick also advises on general commercial and corporate matters such as preparing and negotiating shareholder agreements, share sales, business sales and leases.

He is committed to building lasting relationships with clients and takes pride in helping their businesses grow and guiding them through complex legal challenges with clear and tailored advice aligned with client business goals.

Areas of Practice

 

Outside of the office, Patrick is a passionate supporter of the Western Bulldogs and Liverpool FC. He’s also an avid fan of books and film and he is always happy to exchange recommendations!

Robert Toth

Special Counsel

Robert joined Sanicki Lawyers in 2022. He is an Accredited Commercial and Franchise Specialist with over 35 years of experience in acting for commercial and business clients and property. Rob commenced practice in 1982 and is a regular commentator and publisher of articles on the franchising, licensing, distribution and childcare sectors. Rob developed considerable business acumen while working for his brother Ted in Ted’s Camera Store, which continues to be an iconic Australian business. Rob enjoys the challenge of finding lateral solutions, giving direct “no bull” advice to clients, and getting the job done. Robert and his team at Sanicki Lawyers are dedicated lawyers that work hard for clients and find commercial solutions. The firm operates in an open and transparent manner regarding fees, including fixed fees based on scope of works for many services provided. This allows clients to monitor and budget for their legal costs.

Rob has expertise in the following sectors:

  • Franchising: Acting for both Franchisors (local and international), Franchisees, Master Franchisees, Area Developers; Franchise dispute resolution acting for both Franchisors and Franchisees – solutions and strategies – mediation;
  • Company and Corporate advice: Corporations Law – Director’s duties, corporate compliance and ASIC prosecutions of directors;  Establishing companies in Australia for foreign companies; General commercial, corporate advice and consultancy, shareholder/unit holder agreements and buyouts; Oppression actions and statutory demands for winding up and insolvency;
  • Business and Corporate M&A work: Mergers and Acquisitions of a small to large business enterprises including due diligence processes;
  • Retail and Commercial Leasing: Retail leasing, property and development projects, joint venture syndicates;
  • Contractual matters: Contract review tenders and trade practices law (Competition and Consumer Act 2010); Licensing and distribution, commercial and contractual agreements, software licensing and development agreements;
  • Childcare and Early Learning Sectors: Child Care and Early Learning Centre Sector – Investors, Developers and Operators;
  • Medical and Allied health: Pharmacies and medical practise sale and purchase;
  • Renewable Energy Law: Power Purchase agreements in the solar and renewables sector.

 

Robert is also a member of:

  • Franchise Council of Australia (FCA)
  • International Franchise Lawyers Association (IFLA)
  • Australian Institute of Company Director (AICD)
  • Global Law Network
  • Resident Director and Public Agent for overseas companies in the USA, India and Canada
  • Advisory Board Member to Franchisor and New Energy companies
  • Advisor to NFP’s Aid Hub International

Peter Haug

Special Counsel

Peter joined Sanicki Lawyers in May 2019 as Special Counsel. He brings over 40 years’ experience as a commercial lawyer, having worked with a number of prestigious city legal firms including Browne & Co (when they were AFL’s lawyers), Mills Oakley and Marshalls & Dent.

Peter specialises in most aspects of Commercial Law, including:

 

Peter also specialises in Estate Planning and Deceased Estates, including:

Jonathan Xian

Senior Associate

Jonathan practises primarily in defamation lawlitigation and commercial law. He is known for providing thorough guidance and reassurance to his clients during all stages of complex legal matters. He has acted on both sides of defamation matters involving all kinds of print and online publications, including major daily newspapers and social media. Jonathan’s comprehensive understanding of defamation law enables him to advocate fiercely for his clients, whether in pursuing or defending defamation claims. His successful defamation cases have included:

  • Spencer v McKay [2023] VCC 2238
  • Lorbek v King [2022] VSC 218 (trial) and [2023] VSCA 111 (appeal)

 

Jonathan has extensive experience in civil litigation, having acted in Courts and Tribunals of all levels. With a commercially minded approach to dispute resolution, he has a track record of negotiating successful outcomes without commencing legal proceedings, as well as the efficient resolution of defended matters.

At the same time, Jonathan has a substantial practice in a broad range of commercial law areas, including business sales and acquisitionsretail and commercial leasingbusiness structuring and commercial disputes. He is a trusted advisor to small and medium-sized businesses across a diverse range of industries, including retail, hospitality, manufacturing, real estate, construction, health and media.

Holding a Bachelor of Laws (with Honours) and Bachelor of Music from Monash University, Jonathan is also a classically trained pianist and composer. When not immersed in reading contracts or analysing defamatory publications, you’ll find him at the piano, preparing for his next concert.

Kristen Attard

Senior Associate

Kristen joined Sanicki Lawyers in 2022, where she primarily practices in corporate, commercial, and property law. Kristen was admitted to practice in 2016 and holds a Bachelor of Laws (LLB) and a Bachelor of Arts (BA) degree, majoring in Chinese.

Kristen prides herself on her ability to create strong client relations and effectively manage matters in accordance with agreed client arrangements. Her experience in various areas of law has also contributed to her ability to assess matters from multiple perspectives.

Kristen has expertise in the following areas:

  • General commercial, corporate advice and consultancy, shareholder/unitholder agreements;
  • Mergers and acquisitions of small to large businesses;
  • Sales and acquisitions of residential and commercial properties;
  • Leasing (including retail leasing) – acting for tenants and landlords;
  • Franchising – acting for Franchisors and Franchisees;
  • Reviewing and preparing Loan Documents – acting for Lenders and Borrowers;
  • Assisting not-for-profit organisations with the setup and/or review of their structure, including navigating legal requirements for registration and providing advice in relation legal compliance;
  • Wills and Estates – assisting with the preparation of Wills and administration of Estates.

 

Outside of work, Kristen loves spending time with her family, including:

  • taking her son to swimming;
  • chasing her son around at parks; and
  • going to the footy to support her beloved Richmond Tigers;
  • trying new restaurants; and
  • watching movies and tv shows.

 

Tugce Ayata

Solicitor

Tugce joined Sanicki Lawyers in September 2023. She practices primarily in commercial law, with a focus on Trade Promotion matters. Tugce also has experience and a growing practice in the area of employment law. Tugce completed her Bachelor of Laws with Honours in 2022 and was admitted to practice in 2023 after completing her practical legal training at the College of Law. Tugce also holds a Bachelor of Legal and Dispute Studies from RMIT University.

Tugce focuses on providing tailored advice for all Trade Promotions matters which can be a great marketing tool for businesses. However, it is a complex area of law and it is important to understand the legal considerations involved. This includes each State and Territory regulations, permit requirements, terms and conditions, privacy policies, and regulations against misleading and deceptive conduct. Having assisted and continuing to assist various businesses running monthly Trade Promotions with confidence, Tugce has been described as being incredibly attentive and reliable.

Aside from her legal career, Tugce has been running her own business in women’s fashion since 2016. Tugce and her business partner launched a platform where women can hire designer clothes and goods, out of a mutual love for iconic luxury brands and a desire to make their wardrobe affordable and accessible to women across Australia. Tugce’s experience in managing a business since the age of 19 has exemplified her confidence, resilience, willingness to sacrifice, and relentless determination for success. These strengths and attributes are undoubtedly transferable to her clients at Sanicki Lawyers.

Expertise you can trust

We are experienced in a broad range of commercial law areas, including:

Corporate Structures

Advice on corporate structures, including drafting and guidance on shareholder and unitholder agreements, partnership agreements and joint ventures.

Commercial Leasing

Our commercial lease lawyers provide services designed to protect your interests. From drafting and advising to negotiating agreements, we ensure your leasing arrangements are clear and commercially sound.

Business Sales and Acquisitions

Specialists in business sales and acquisitions, our Australian business lawyers assist across industries including hospitality, retail, manufacturing, health, media, entertainment and professional services.

Licensing

Navigating the complex world of licenses, especially liquor licenses and planning permits, can be challenging. Our experienced team of business lawyers has the expertise to guide you through this process seamlessly.

Contract Review and Negotiation

Our broad expertise includes franchise agreements, shareholder agreements, loan agreements, services agreements, licence agreements, contractor and employment agreements, confidentiality agreements and deeds.

Franchising

We draw on our knowledge of the Franchising Code to provide commercial guidance tailored to your plans. As one of Melbourne’s established commercial law firms, we support franchisors and franchisees with practical legal advice.

Frequently Asked Questions (FAQs)

A constitution is a document outlining the internal rules and procedures for managing the company – such as voting, decision-making, appointment of directors, issuing new shares and transferring shares. The “replaceable rules” in the Corporations Act 2001 (Cth) also deal with many of these matters, but they can be overridden by the constitution. Companies also often have Shareholders Agreements, which can be tailored to be more detailed and flexible and will generally prevail over the constitution (if there is one) and the replaceable rules. Shareholders Agreements also often contain provisions about default, restraints and dispute resolution. These documents are important to ensure that the company and its business are properly managed and to avoid potential disputes, which can be costly.
A contract is binding if it satisfies the following elements. Agreement – This usually means an offer by one party and an acceptance by the other party. It can be written or verbal, or a combination both. Consideration – Both parties must promise to give each other something of value. Even nominal value (e.g. $1) can be enough. Intention to create legal relations – Both parties must intend to be legally bound. This is determined objectively, not subjectively. Certainty – The key terms of the contract must be clear enough to be enforceable. Most contracts do not need to be signed. However, it is easier to establish and enforce your rights under a contract if it is in writing, drafted clearly and unambiguously and signed by the right person(s). To protect your rights and avoid disputes, you should engage an experienced commercial lawyer before entering into significant contracts or arrangements.
Under the Australian Consumer Law, a standard form contract can exist where one party prepares a contract in the same form as other contracts that it uses, one party has substantial bargaining power over the other, and/or the other party has limited or no opportunity to negotiate the terms. When a consumer or small business enters into a standard form contract, the contract can be void (or partly void) if it contains an unfair term. There are also penalties for unfair terms in standard form contracts. An unfair term is one that causes significant imbalance against one party and is not reasonably necessary to protect the other party’s legitimate interests. If you use a standard form contract, you should be careful to ensure that it does not contain any unfair terms. Otherwise, you could face expensive legal action or penalties.

Enquire with our commercial lawyers in Melbourne