Commercial law governs how businesses transact — with customers, suppliers, creditors, shareholders, and acquisition targets. From a supply agreement to a share sale, from a shareholder meeting to a loan between related parties, commercial law is present in the decisions that shape every business. RFH Inc advises across the full spectrum of commercial and corporate commercial transactions.
RFH Inc's commercial law practice exists for one purpose: to help businesses — from start-ups finding their footing to established enterprises managing complexity — transact with confidence, protect what they have built, and make decisions that strengthen their bottom line. Every agreement you sign, every credit arrangement you enter, every relationship with a supplier or customer carries legal weight. We make sure that weight works in your favour.
Whether you are a sole trader reviewing your first set of trade terms, a growing company negotiating a distribution agreement, or a business dealing with a commercial dispute — we provide practical, plain-language advice grounded in commercial reality. We focus on understanding your business first, and on giving you advice you can act on.
From the terms on which you sell your goods or services to the guarantee you sign for a business loan — commercial law is present in the everyday life of every business. RFH Inc advises on the full range.
The standard terms on which your business sells goods or services. Payment terms, risk of loss, limitation of liability, warranty exclusions, and dispute resolution. Often overlooked — almost always consequential when a dispute arises.
Agreements governing the ongoing supply of goods or services between commercial parties — exclusivity, territory, minimum order commitments, price adjustment mechanisms, and termination rights.
Both sides of the franchise relationship — franchisors establishing their system and franchisees entering a network. Rights, obligations, territory, fees, IP licensing, support commitments, and exit provisions.
Commercial agency relationships — scope of authority, commission structures, exclusivity, and what happens when the principal wants to terminate. The distinction between an agent and an independent contractor matters legally and practically.
One of the most significant commercial law risks for directors and business owners — signing personal suretyship for company debt. What you are actually agreeing to, the extent of your exposure, and the grounds on which suretyship can be challenged or limited.
The National Credit Act 34 of 2005 regulates credit agreements in South Africa. Whether your business extends credit to customers or borrows from a lender, NCA compliance affects the enforceability of the arrangement. Non-compliant credit agreements can be declared void.
The Consumer Protection Act 68 of 2008 imposes significant obligations on businesses that supply goods or services to consumers. Prohibited terms, the right of return, implied warranties, and direct marketing restrictions — non-compliance creates real enforcement risk.
Cheques, promissory notes, and bills of exchange under the Bills of Exchange Act 34 of 1964. The rights of holders, defences available to drawers, and the enforcement of negotiable instruments as a means of securing payment obligations.
When commercial relationships break down — non-payment, breach of supply terms, commission disputes, termination of agency — RFH Inc advises on options, sends demand correspondence, negotiates, and litigates where necessary. See also our Civil Litigation page.
Buying or selling shares in a private company — purchase price and payment terms, conditions precedent, warranties and indemnities, restraints on the seller, and transfer mechanics under the Companies Act. The legal and commercial risks on each side require careful attention before any transaction closes.
Sale of a business as a going concern — goodwill, assets, stock, debtors, liabilities, allocation of the purchase price, and the transfer of employees in terms of section 197 of the LRA. Structuring matters: a share sale and a business sale are fundamentally different transactions with different legal and tax consequences.
Shareholder loans to companies, director loans, inter-company loans, and third-party lending arrangements. A loan without a written agreement is a dispute waiting to happen — whether it is a loan or a gift becomes the first argument. Loan agreements must also be assessed for NCA compliance and for the tax implications of interest-free or low-interest arrangements.
Shareholder rights, director duties under the Companies Act, and the conduct of shareholder meetings — including special resolutions requiring a 75% majority. Properly convened and documented shareholder meetings protect decisions from challenge. Directors' obligations in commercial transactions are a source of significant personal liability risk.
Companies Act 71 of 2008 compliance — CIPC annual returns, beneficial ownership registers, securities registers, and director registers. Competition Act obligations for businesses in distribution or supply networks. CPA and NCA compliance for businesses extending credit or selling to consumers. Non-compliance creates enforcement risk and can render transactions void.
The most significant commercial law risks are rarely the ones businesses anticipate. These are the areas where clients most often come to RFH Inc after the fact — when it is harder and more expensive to address.
Signing personal suretyship for company or business debt is one of the most consequential things a director or business owner can do. A surety is liable to the creditor as if the debt were their own — the creditor does not have to exhaust remedies against the principal debtor first (unless the deed expressly provides otherwise). Many sureties do not understand the extent of their exposure until the business fails and the creditor comes for them personally. Read every suretyship before you sign.
Terms and conditions that exclude liability for defects, limit warranty periods, or impose one-sided cancellation rights may be unenforceable under the Consumer Protection Act — or may expose the business to enforcement action by the National Consumer Commission. A T&C that was drafted before the CPA came into force in 2011 is particularly likely to contain prohibited provisions. The consequences of unenforceable terms are felt exactly when you most need them — during a dispute.
A credit agreement that does not comply with the National Credit Act is unenforceable — meaning a creditor cannot recover the amounts lent. Conversely, a business that extends credit without being registered as a credit provider where registration is required commits an offence. NCA compliance affects both sides of the credit relationship, and the consequences of non-compliance are severe. Do not structure a credit arrangement without checking NCA applicability first.
The CPA applies to transactions between a supplier and a consumer in the ordinary course of business. A "consumer" includes not only individuals but also juristic persons (companies, CCs, trusts) with an asset value or annual turnover below the threshold set by the Minister — currently R2 million. This means the CPA applies to a significant number of B2B transactions, not only sales to private individuals. Key obligations include: implied warranties of quality and durability, the right to return defective goods within six months, prohibited unfair terms, and regulated direct marketing practices. If you supply goods or services in the ordinary course of business, the CPA almost certainly applies.
Suretyship means you have agreed to be personally liable for the company's debt if the company does not pay. Depending on the wording of the suretyship deed, the creditor may be entitled to demand payment from you without first pursuing the company — this is called renouncing the benefit of excussion, and most commercial suretyship deeds contain this renunciation. Your personal assets — property, vehicles, savings — are exposed to the creditor's claim. The extent of your liability depends on whether the suretyship is limited in amount, whether it is a continuing surety (covering future debts), and whether it has been renewed or extended. Before signing any suretyship, you should understand exactly what you are agreeing to — the document should be reviewed by your own attorney, not the creditor's.
The NCA applies to credit agreements where there is a deferral of payment or a loan of money, a fee or interest is charged, and the consumer is a natural person or a juristic person with an asset value or annual turnover below R1 million. Large businesses contracting with large creditors (both above the threshold) may fall outside the NCA's full application, but the thresholds must be checked. The NCA requires credit providers to be registered with the National Credit Regulator where they are in the business of extending credit. It also requires credit agreements to contain specific prescribed disclosures. A non-compliant credit agreement — one that lacks the required information or was concluded by an unregistered provider — is void. This affects both the obligation to repay and the ability to enforce security.
A commercial agent acts on behalf of the principal and has authority to conclude contracts that bind the principal — the agent is not a party to those contracts themselves. An independent contractor performs services for their own account and is themselves a party to any contracts they conclude with third parties. The distinction matters for several reasons: agents can bind their principals to obligations the principal may not have intended; agents may have authority that exceeds what was explicitly granted (apparent authority); and the termination of agency relationships has specific legal consequences. In practice, the line is not always clear — agreements that look like service agreements can be characterised as agency relationships by courts, with significant implications for both parties.
Yes — limitation of liability clauses are permissible under South African law, subject to certain restrictions. The CPA prohibits terms that are unfair, unreasonable, or unjust in consumer contracts — including clauses that indemnify a supplier against their own negligence or exclude liability for loss that the consumer would not reasonably expect to bear. In B2B contracts between parties of equal bargaining power, limitation clauses are generally enforceable where they are clear, unambiguous, and brought to the other party's attention. A clause buried in fine print that purports to exclude liability entirely is more vulnerable to challenge than a prominently disclosed, proportionate limitation. Good drafting of limitation clauses — specific to your business and your risk exposure — significantly improves their enforceability.
A franchise agreement grants a franchisee the right to operate a business under the franchisor's brand, system, and intellectual property, in exchange for fees and compliance with the franchisor's standards. The CPA regulates franchise agreements and requires franchisors to provide a disclosure document at least 14 days before the agreement is signed. Key issues to scrutinise before signing: the territory granted and whether it is exclusive, the fees payable (initial fee, royalties, marketing contributions), the conditions under which the franchisor can terminate, your obligations on termination (including restraint of trade), and the circumstances in which you can sell or transfer the franchise. Franchise agreements are almost always drafted by the franchisor's attorneys to protect the franchisor. Before signing, have it independently reviewed.
Commercial law rarely stands alone. These practice areas frequently intersect with commercial matters.
Company structure, governance, shareholders, and directors — the internal framework within which commercial activity occurs.
Drafting and reviewing the agreements that give effect to commercial relationships — our dedicated contracts service.
When commercial disputes cannot be resolved, we litigate in the Magistrate Court and High Court with seasoned advocates where needed.
When commercial relationships result in insolvency — formal processes for individuals and companies in financial difficulty.
Monthly company secretarial services — CIPC compliance, annual returns, resolutions, and statutory registers managed for you.
Ongoing HR and employment law support on a fixed monthly retainer — contracts, policies, and disciplinary guidance as you need it.