General Enquiries:office@whlaw.com.au
Perth:+61 8 9481 2040
Geraldton:+61 8 9921 2344
Commercial Law & Contracts
Corporate Advice, Business Services & Commercial Contracts
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We provide the full suite of corporate and commercial legal advice to businesses in Australia and overseas. Our experience means we deliver legal advice that is commercially astute. Whether reviewing procurement contracts, negotiating business agreements or planning commercial strategies with our clients, our lawyers deliver legal expertise with commercial acumen.
Our expertise in this area includes advising in relation to:
- Commercial and corporate legal matters
- Contract review and preparation
- Terms and conditions, supply agreements, distribution agreements, etc
- Employment issues and service contracts
- Directors' duties
- Workplace safety
- Intellectual property
- IT contracts
- Buying and selling businesses and companies
- Commercial property and leasing
- Resources and industrial projects
- Capital raisings
- Due diligence for stock exchange listings
- Bank and syndicated debt agreements
- Franchise agreements
- Business and entity structuring and succession planning
- Transport, plant and equipment and logistics contracts
- Construction contracts, including subcontractor agreements
- Contaminated site issues and environmental liabilities
- Competition and ACCC issues
- Insolvency advice
- Debt recovery
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Our notable and relevant experience includes:
- Advising Coogee Chemicals in relation to a multi-decade chlorine supply agreement with major industrial customer, including negotiation of supply and related agreements
- Advising Coogee Chemicals in relation to industrial technology joint venture with CSIRO, including relationship and commercialisation agreements
- Advising in relation to numerous transport and logistics agreements for carriers and customers throughout Western Australia, including Sadliers, Aurizon, Craig McDonald, AGL, Crane Worldwide, Gap Logistics, International Logistics, Damien Cole Group, Faststar, Kreuger Transport, Countrywide, Centurion, Stevens and others
- Prepared and presented an ACCC Compliance Policy and Training Program to senior managers for a large Australian agribusiness across three states
- Advised Coogee Chemicals in relation to long term chemical supply agreements with global titanium dioxide manufacturer
- Reviewing and advising in relation to numerous franchise agreements
- Acted for numerous companies to prepare or review consulting agreements
- Prepared directors and officers insurance, indemnity and access deeds for numerous clients
- Advised numerous clients in relation to redundancy and termination of employment
- Acting for numerous companies to prepare employment contracts for senior executives and line employees
- Acting for Coogee Group to prepare all fuel storage and terminal lease agreements
- Acting for Lionel Samson Group on numerous commercial transactions across transport, wine and packaging sectors
- Prepared plant hire agreements for several clients in Western Australia, including Titan Plant Hire and Coates Hire
- Acted on behalf of clients who were defrauded by their financial advisor, securing a payment from the institution that employed the financial advisor
- Prepared shareholder and partnership agreements for a syndicate that owns several supermarkets
- Advised in relation to various partnership restructurings
- Prepared legal agreements or various business and property investment syndicates
- Preparing terms and conditions (T&C’s) for small, medium and large suppliers across a range of industries, including food services, manufacturing, pork production, seafood, marine services, mining services, marketing, website development and more
- Prepared numerous shareholder and subscription agreements for small and medium business
- Prepared numerous trust deeds (unit trust, discretionary trust, bare trust) for small, medium and large businesses
- Acted as escrow agent for Wave Park Group in relation to capital raising for construction of surf park in Melbourne
- Advised on restructuring of Borello Beef Group
- Numerous M&A deals. For further information see Mergers & Acquisitions
- Numerous contracts and transactions for resources, mining and exploration companies. For further information see Mining, Exploration & Mining Services
- Extensive property and leasing related work. For further information see Commercial Property Sales & Leasing
- Numerous construction related agreements. For further information see Construction Contracts & Subcontracts
Agribusiness, Aquaculture & Farming
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We have significant experience acting for agribusiness owners, including commercial fishing companies, wineries, piggeries, abattoirs, abalone farmers, broadacre farmers and agricultural suppliers.
Our commercial expertise includes negotiating, drafting and enforcement of key contracts including supply, sale and purchase agreements, supply chain management and organisational structuring.
We advise across all key Western Australian agricultural sub-sectors including wine, fishing, grain, dairy, fruit, aquaculture, livestock and forestry.
Our agribusiness expertise includes:
- Preparing and reviewing agribusiness agreements including sharecropping, agistment, leasing, crop lien, financing, supply and other agreements
- Advising on agribusiness ownership structures, including complex farming partnership arrangements
- Advising on agribusiness acquisitions, including asset sale and purchase agreements, land and business sales and leasing
- Advising in relation to employment and workplace health and safety
- Advising in relation to sale and purchase of livestock, fishing quotas and permits (including lobster and abalone) in Western Australia and Tasmania
- Advising in relation to viticulture and winery related matters
- Advising on construction contracts for farm expansions
- Preparing water rights agreements
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Our notable and relevant experience includes:
- Advising the sellers of the Harvey Fresh businesses to Parmalat
- Advising privately owned Craig Mostyn Group on numerous matters including:
- aspects of the acquisition of a large interest in V&V Walsh
- construction contracts for multistage expansion of Western Australia’s largest pig abattoir at Linley Valley
- construction contracts for expansion of commercial piggery in Mogumber
- construction contracts for expansion of Western Australia’s largest meat and poultry waste rendering facility in Hazelmere
- acquisition of Jade Tiger, Australia’s largest abalone farm. Subsequently prepared construction contracts for the major expansion of the farm and buildings
- acquisition of Australian Seafoods (abalone and rock lobster) in Dover, Tasmania. Subsequently prepared construction contracts for the expansion and upgrade of farm facilities
- construction contracts for expansion of Dunalley abalone farm
- acquisition of Fertal rendering business
- divestment of Fataway business
- Acting for Fogarty Wine Group, WA’s largest wine producer, on numerous acquisitions, including Evans & Tate brand purchase and transactions with McWilliams, purchase of winery assets and vineyard properties, financing transactions, etc
- Advising Kailis Family interests on various agriculture related transactions
- Advised in relation to sale of Clarevue Farms to Feng AO (Australia) Agricultural Group Pty Ltd
- Prepared and presented an ACCC Compliance Policy and Training Program to senior managers for an Australian agribusiness with offices in several states
- Advised in relation to restructuring of Borello Beef Group
- Advised founders in relation to formation and structuring of WA Beef Council
- Acted on the acquisition and disposal of various high value agriculture and winery properties to local and overseas buyers
- Advising a pastoralist regarding reciprocal water rights and access to water infrastructure with a neighbouring property
- Advising clients on exiting a complex multi-party partnership arrangement involving the ownership of a large pastoral station on the Nullabor Plain
- Acted for seller of five farming properties in Great Southern, including all farming machinery and equipment
- Advised numerous farming clients in dispute with their banks
- Advised farming family in relation to intergenerational transfer of broadacre farms in Esperance, in a stamp duty effective manner
- Advised several broadacre farmers who sold farms to offshore investors
- Advised in relation to establishment of New Caledonia fishing venture
- Advised numerous wineries in relation to distribution agreements, PPSR issues, packaging contracts, etc
- Advised in relation to Warrawagine Cattle Co partnership matters
- Advised Stone Axe Pastoral Company (wagyu beef) in relation to various commercial matters
- Acted on disposal of interests in Summit Fertiliser businesses to Sumitomo
At Williams + Hughes we have more than 30 years’ experience advising a range of charities and not-for-profit organisations. Many of our Principals have experience as Board members of charities. We understand the distinct commercial and legislative requirements of this sector and are well placed to deliver advice on practical solutions for charitable and not for profit organisations.
We have experience in advising charities on governance; registering with the Australian Charities & Not for Profits Commission (ACNC); tax concessions, DGR status, compliance and other matters.
The services we provide in this sector include:
- Advising Boards on corporate governance and compliance;
- Structuring, establishing and transitioning for not-for-profits and charities;
- Securing charitable status and tax concessions for charities;
- Negotiating settlements on behalf of charities and private clients in relation to disputed estates;
- Applying for probate for charities and not-for-profit organisations; and
- Establishing school scholarship funds and obtaining Designated and Gift Recipient (DGR) status.
Our work includes:
- Acting for two leading Perth private schools in:
- establishing Scholarship and Bursary Funds and obtaining DGR status for those funds
- advising the Schools and their Foundations on their Constitutions and governance matters
- Acting for a school in regional Western Australia in establishing a school Foundation
- Completing the re-structure of a leading Western Australian heath related charity from an association to a company limited by guarantee and obtaining DGR status as a public ancillary fund
- Assisting charities in re-structuring including changing from an association to a company limited by guarantee
- Advising religious orders
- Undertaking the Western Australian element of a national restructure of a religious order and its property holdings and obtaining exemption from stamp duty
- Advising well known national and local charities on estates and disputes concerning estates and applying for letters of administration with the will annexed on behalf of charities where the executor does not wish to act
- Acting pro bono for the Dogs Refuge Home (WA) Inc, one of Perth’s oldest animal charities
At Williams + Hughes we advise on all aspects of the construction and operation of liquids pipelines and liquids terminals. We have leading expertise and experience in terminal services agreements.
Our expertise in this industry includes:
- Advising on terminal construction and operation.
- Preparing and reviewing terminal services agreements.
- Preparing and reviewing terminal lease agreements.
- Advising on liquids commingling issues.
- Providing advice in relation to pipelines, gantries and easements, including land access issues.
- Providing advice in relation to contamination issues, loss of containment, etc.
- Advising on land access and land use in relation to pipelines serving terminal fuel facilities, including easements, licenses, statutory access arrangements and road reserves
Our significant experience includes:
- Acting for the Coogee Chemicals - Mitsubishi joint venture to prepare EPC contract for construction of Port Bonython Diesel Fuel Terminal in South Australia, including preparing terminal lease agreement, terminal services agreement and related construction and shareholders agreements.
- Preparing numerous terminal services agreements for Coogee Chemicals, covering diesel, unleaded and other fuels, acids and caustic soda.
- Advising in relation to purchase and operation of petroleum piplines, including across road reserves and port authority land.
- Advising in relation to contamination issues with respect to industrial land at Kwinana and Port Hedland.
- Advising in relation to tender for purchase of decommissioned strategic fuel tanks at Kwinana.
- Advising in relation to decommissoning and removal of methanol pipeline.
Providing legal services to the Software and IT industry requires lawyers with an in-depth understanding of the technical processes and jargon in this dynamic field. At Williams + Hughes, our lawyers have this understanding and the legal expertise to provide effective advice at each stage of a company’s development.
This includes:
- Drafting, negotiating and advising on a wide range of licence related agreements including:
- licence agreements/EULA's
- reseller and distribution agreements
- maintenance, support and service level agreements
- subscription and SaaS agreements
- hosting agreements
- cloud agreements
- website and app T&C's
- NFT licence agreement and minting agreements
- NFT trading platform T&C's
- Advising on termination of licence provisions
- Advising in relation licence compliance and software licence audits
- Advising on warranties (including exclusions and liability limitations)
- Advising software and mobile app start-ups in relation to business structuring, shareholder agreements, terms and conditions, fundraising documents, commercialisation agreements, distribution, branding and licensing agreements
- Advising on software development agreements
- Reviewing and advising on IT procurement contracts including maintenance, support and service level agreements, subscription agreements, hosting agreements, cloud agreements, IT procurement contracts, and e-commerce transactions
Our significant experience includes:
Mergers and acquisitions
- Advised sellers of Tier 1 mining and energy software company, including negotiating settlement of pre-existing IP claims against business, advising on IP and IT warranties and indemnities
- Acting for buyer of Titan Digital and Titan Brand marketing businesses (120 staff across Australia and South Africa), including all sale and related transaction documents
- Advised sellers of Orelogy, a leading Western Australian mining software company, in relation to sale to to one of world’s largest mining and mapping software companies, including tidying up pre-sale IP ownership
- Acted for sellers of Conducive, a leading Western Australian systems integrator, selling to ASX listed Empired
- Advised buyer of Fastvue, a Silicon valley based software business, including reviewing IP ownership arrangements
- Acted for buyer of minority shareholders in Bang Online! business
- Acted for seller of HPC Data Centres to ASX listed Amcom
- Advising Perth based software company on acquisition of software product/platform from international oil and gas company
Procurement advice
- Successfully advised large agribusiness in relation to moving from in-house IT solution to Telstra hosted Cloud environment (production, disaster recovery, backup)
- Prepared procurement contracts for a multinational IT equipment and services company in relation to the upgrade of its data centres in Perth, Melbourne and Western Sydney
- Advising ASX listed property company in relation to terms of Microsoft Dynamics enterprise software licence
- Reviewing standard form procurement contracts offered by BHP, Rio Tinto and FMG
- Advising several large companies in relation to cloud deployments of enterprise software, including reviewing IT procurement and software maintenance and support contracts
Contract advice
- Prepared suite of software licencing, maintenance and support (including service level) contracts for Tier 1 mining and energy software vendor
- Advising on the intellectual property aspects of licensing arrangements of a major Australian wine producer
- Prepared suite of software licencing, maintenance and support agreements for spatial software developer (Australia and USA)
- Advised large private industrial company in relation to Oracle software licence audit, including compliance with licensing terms and challenging licence fees demanded for virtual machines and multiple software instances
- Acting for an ISP based in Geraldton who has branched into Perth with wireless wifi service
- Prepared numerous other companies regarding software license agreements, distribution agreements, reseller agreements, EUSLAs, support and maintenance and service level agreements (including SaaS and Cloud Agreements), consulting contracts, etc
- Prepared numerous website and app T&C's
- Prepared NFT licence and minting agreements and NFT trading platform T&C's
- Advised in relation to cryptocurrency issues and Mt Gox Rehabilitation Trustee claims
Our retail lawyers have experience working with a range of organisations in this industry from emergent local brands to well established national retailers. We provide the full suite of services required in the retail sector, including:
- Advice on manufacturing, branding and licencing agreements, terms and conditions, supply agreements, distribution agreements, etc.
- Advising in relation to employment and workplace health and safety
- Advice on brand portfolio management and protection
- Commercial transactions
- Regulatory advice including Competition and ACCC issues
Our recent experience as retail lawyers includes:
- Acted for an Australian company entering USA for sports nutritional supplements – manufacturing, distribution, branding and licensing agreements
- Acted for purchasers of Western Australian franchise rights in Federal Circuit Court proceedings for misleading and deceptive conduct relating to the current success and projected future profits from the franchise business
- Acted for a national property group in a successful Supreme Court appeal concerning quantification of damages for misleading and deceptive conduct
- Acted for a caravan retailer in disputes concerning fitness for purpose and un-merchantable quality, and the liability of the manufacturer
- Acted for national property group in Supreme Court proceedings alleging misleading and deceptive conduct in the sale of lots in a commercial estate development and the sale of retail shop units in a shopping centre
- Acting for Lionel Samson Group on numerous commercial transactions across transport, wine and packaging sectors
- Prepared shareholder and partnership agreements for a syndicate that owns several supermarkets
- Preparing terms and conditions (T&C’s) for small, medium and large suppliers across a range of industries, including food services, manufacturing, pork production, seafood, marine services, marketing, website development, etc
- Acted for a large private property investor in multiple court proceedings concerning tenants in a retail shopping centre and other commercial properties
If you have any questions or need further assistance, please contact us to discuss your options with an expert retail lawyer.
Our lawyers draw on in-house experience of working on-the-ground in various roles in surface exploration and underground gold and nickel operations in Western Australia, and from directorship experience with successful exploration and mining companies. Williams + Hughes Director, Damian Quail, is the immediate Past President and Secretary of the WA Mining Club and was on the Committee between 2015 and 2020. Damian and David Willams have served on many Boards of exploration and mining companies with operations in Australia and overseas.
While we have specialist expertise in gold, base metals and mineral sands projects, we provide the full spectrum of legal services in the energy and resources industry. We have experience in the legal requirements and issues that arise at every stage of a project, from acquisition, initial exploration and capital raising through to project completion and mining.
Our notable and significant transactions in energy and resource law include:
- Australian legal adviser to TSX-V listed Novo Resources Corp. since 2010, including:
- establishing all Australian subsidiaries and serving as a Director from 2010 to 2023
- negotiating and preparing all farm-in, joint venture and sale and purchase agreements, including due diligence and all transaction agreements with Mark Creasy Group, Millennium Minerals, Artemis Resources, Comet Well vendors, Pioneer Resources, Calidus Resources, Northwest Resources, Nimble Resources, Talga Resources, Mesa Minerals, and others
- all Australian legal compliance and contracting work, including FIRB applications, heritage agreements, split minerals rights agreements, refining agreements, toll treatment, leases, access agreements, DMIRS compliance work, advising in relation to tenements issues, disputes, etc
- company secretarial duties, advising in relation to employment issues and general day to day legal advice including complex stamp/transfer duty matters
- Australian legal advisor to TSX listed Teck Resources, Canada’s largest diversified mining company. Advising on numerous Australian mining acquisitions and divestments over more than a decade
- Legal adviser to ASX listed Image Resources for over 10 years in relation to numerous aspects of its Boonanarring Mineral Sands Project, including:
- negotiating and preparing all land access, compensation, option and acquisition agreements (over thirty access agreements over private land)
- general day to day legal advice including FIRB approvals, advising in relation to exploration and mining on private land, petroleum pipeline easements and easements over adjoining properties
- Acting for ASX listed Kalamazoo Resources in relation to their IPO and subsequent tenement acquisitions and divestments
- Advised ASX listed Cougar Metals in relation to Brazilian lithium project
- Acted for ASX listed Middle Island Resources for several years in relation to numerous projects, including due diligence and acquistion of Sandstone gold processing plant and tenement package and various acquisitions and divestments in Western Australia, Niger, Liberia and Burkina Faso
- Acted in a multi-million dollar contractual variation claim for provision of mining services near Kalgoorlie
- Acted for New York investment fund Pavilion Capital in relation to a significant investment in Pilbara FIFO camp facilities
- Advised privately owned garnet miner GMA Garnet Australia on Australian and South African projects
- Legal advisor to Lime Industries Group
- Legal advisor to ASX listed Sifa Exploration for many years
- Legal advisor to ASX listed De Grey Mining on many mining and exploration matters
- Legal advisor to Titan Plant Hire, including reviewing and advising in relation to procument and plant hire to numerous major infrastructure and resources projects in Western Australia and Northern Territory
- Advised ASX listed Magnetic Resources in relation to acquisition of gold projects
- Advised ASX listed Mindax in relation to acquisition of gold projects, including farm-in agreements
- Advised ASX listed Perilya Limited on acquisition of the iconic Broken Hill zinc, lead and silver mine in New South Wales
- Advised for ASX listed companies in relation to potash, calcine and other projects
- Acted for several ASX listed companies and/or major shareholders in relation to section 249 Notices and removal of Boards
- Advised ASX listed Apex Minerals in relation to numerous matters, including restructuring of gold price linked debt facility facility, divestment of Gidgee and Youanmi projects and several litigation matters
- Acted for a publicly listed gold miner in a Federal Court claim for damages of circa $24 million, in relation to a mining project in the Dominican Republic
- Acted for ASX listed Las Lagunas in relation to dispute with Intermet regarding processing plant in Vanuatu
- Advised liquidators of company in relation to Federal Court action for misleading and deceptive conduct in the company’s acquisition of a $28 million joint venture interest in a mineral sands mining operation in South Australia
- Acted in negligence claims against suppliers of aluminium tubing being used to make conveyer idlers, and against developers and suppliers of nitrite rubber for conveyor belt applications
- Acted in a multi-million dollar Supreme Court contractual variation claim for provision of mining services
- Acted for former director of a mining company in claims of breach of directors' duties under sections 180 to 184 Corporations Act, relating to the surrender of tenements acquired by other entities
- Acted for ASX listed Emu Nickel in relation to various minerals projects
- Advised ASX listed Portman Mining in relation to Woodie Woodie transaction
- Advised ASX listed Kingsrose Mining in relation to acquisition of PT Natarang Mining
- Advised ASX listed Sihayo Gold on several M&A deals
- Advised ASX listed PepinNini Minerals on various matters including applications for tenement forfeiture
- Advised ASX listed Posgold in relation to numerous M&A deals
- Advised Nomad Resources in relation to establishment of offshore mining investment fund
- Acted for ASX listed Murchison Metals in relation to Yilgarn infrastructure project
- Acted for ASX listed Laconia Resources in relation to Gold Mines of Peru transactions
- Acted for ASX listed Meteoric Resources in relation to various minerals project
- Appeared in the Warden’s Court on numerous mining related matters, including expenditure exemption applications and tenement forfeiture proceedings
- Acted in Supreme Court proceedings for a publicly listed gold explorer in a claim for damages relating to a corporate advisory mandate for an IPO
- Acted for publicly listed mining companies and mining services contractors, in the prosecution and defence of contractual disputes in the Supreme Court and District Court relating to exploration drilling and mining contracts
For further details of our expertise and experience in the energy and resources industry please visit our Commercial Law & Contracts and Litigation & Dispute Resolution areas.
If you have any questions or would like to discuss representation regarding energy and resource law, get in touch with our team.
Commercial Law & Contracts
Williams + Hughes advise public and private companies and individuals across a wide spectrum of industries. Our range of commercial litigation expertise and experience, coupled with ready access to senior legal personnel and our responsiveness, makes us top choice commercial litigation lawyers in Western Australia.
We recognise that clients often choose their legal advisors based on their knowledge and understanding of the client’s industry. Our lawyers work hard to understand the commercial and technical drivers underpinning our clients’ industries, as this enables us to quickly and efficiently advise on complex and technical matters affecting their businesses.
Get in touch with our top tier commercial litigation lawyers in Perth or Geraldon to see how we can assist you.
What we do
Click through the links below for more information on the individual areas of expertise
Mining, Exploration & Mining Services
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We have significant experience providing the full spectrum of advice required in relation to major resources, exploration and mining projects. We have advised in relation to many projects in the Goldfields, Pilbara and Mid West and overseas, particularly in relation to acquisitions and divestments, joint ventures, farm-ins, plant and equipment hire and supply, contract mining, mining services and underground and directional drilling.
Our expertise in this area includes:
- Acquisition agreements, including due diigence, farm-in and tenement sale and purchase agreements, option agreements, asset sale agreements, leases, licences and assignment/assumption deeds
- Joint venture agreements, split commodity and minerals rights agreements
- Offtake agreements
- Royalty agreements
- Toll treatment and Refining agreements
- Land access and compensation agreements over private land
- Mining services and contract mining agreements
- FIRB advice in relation to acquiring interests in mining projects and privately owned agricultural land for mining
- Advice regarding purchase of mining permits and concessions overseas, including Niger and Burkina Faso
- Advice in relation to tenement conditions and Mining Act compliance matters
- Aboriginal heritage and native title advice
- Providing advice in relation to mine development processes
- Transfer duty, stamp duty and landholder duty advice, including complex matters
We have specialist expertise in gold, base metals and mineral sands projects.
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Our notable and significant transactions include:
- Australian legal adviser to TSX-V listed Novo Resources Corp. since 2010, including:
- establishing all Australian subsidiaries (Conglomerate Gold, Beatons Creek Gold, Nullagine Gold, Karratha Gold, Grant's Hill Gold, Meentheena Gold, Rocklea Gold) and serving as a Director and Public Officer of all subsidiaries for over 9 years
- negotiating and preparing all farm-in, joint venture and sale and purchase agreements, including due diligence and all transaction agreements with Mark Creasy Group, Millennium Minerals, Artemis Resources, Johnathon Campbell, Brad Smith, Gardner Mining, Pioneer Resources, Farno McMahon, Calidus Resources, Northwest Resources, Nimble Resources, Talga Resources, Mesa Minerals, and others
- all Australian legal compliance and contracting work, including FIRB applications, heritage agreements, split minerals rights agreements, refining agreements, toll treatment, leases, access agreements, DMIRS compliance work, advising in relation to tenements issues, disputes, etc
- company secretarial duties, advising in relation to employment issues and general day to day legal advice including complex stamp/transfer duty matters
- Australian legal advisor to TSX listed Teck Resources, Canada’s largest diversified mining company. Advising on numerous Australian mining acquisitions and divestments over more than a decade
- Legal adviser to ASX listed Image Resources for over 10 years in relation to numerous aspects of its Boonanarring Mineral Sands Project, including:
- negotiating and preparing all land access, compensation, option and acquisition agreements (over thirty access agreements over private land)
- general day to day legal advice including FIRB approvals, advising in relation to exploration and mining on private land, petroleum pipeline easements and easements over adjoining properties
- Acting for ASX listed Kalamazoo Resources in relation to their IPO and subsequent tenement acquisitions and divestments
- Advised ASX listed Cougar Metals in relation to Brazilian lithium project
- Acted for ASX listed Middle Island Resources for several years in relation to numerous projects, including due diligence and acquistion of Sandstone gold processing plant and tenement package and various acquisitions and divestments in Western Australia, Niger, Liberia and Burkina Faso
- Acted in a multi-million dollar contractual variation claim for provision of mining services near Kalgoorlie
- Acted for New York investment fund Pavilion Capital in relation to a significant investment in Pilbara FIFO camp facilities
- Advised privately owned garnet miner GMA Garnet Australia on Australian and South African Projects
- Legal advisor to Lime Industries Group
- Legal advisor to ASX listed Sifa Exploration for many years
- Legal advisor to ASX listed De Grey Mining on various mining and exploration matters
- Legal advisor to Titan Plant Hire, including reviewing and advising in relation to procument and plant hire to numerous major infrastructure and resources projects in Western Australia and Northern Territory
- Advised ASX listed Magnetic Resources in relation to acquisition of gold projects
- Advised ASX listed Mindax in relation to acquisition of gold projects, including farm-in agreements
- Advised ASX listed Perilya Limited on acquisition of the iconic Broken Hill zinc, lead and silver mine in New South Wales
- Advised for ASX listed companies in relation to potash, calcine and other projects
- Acted for several ASX listed companies and/or major shareholders in relation to section 249 Notices and removal of Boards
- Advised ASX listed Apex Minerals in relation to numerous matters, including restructuring of gold price linked debt facility facility (restructured $87 million debt financing facility including restructuring advice and negotiations with security trustee, hedge funds, etc), divestment of Gidgee and Youanmi projects and several litigation matters
- Acted for a publicly listed gold miner in a Federal Court claim for damages of circa $24 million, in relation to a mining project in the Dominican Republic
- Acted for a publicly listed gold miner in a Federal Court claim for damages in relation to a mining project in Vanuatu
- Advised liquidators of company in relation to Federal Court action for misleading and deceptive conduct in the company’s acquisition of a $28 million joint venture interest in a mineral sands mining operation in South Australia
- Acted in negligence claims against suppliers of aluminium tubing being used to make conveyer idlers, and against developers and suppliers of nitrite rubber for conveyor belt applications
- Acted in a multi-million dollar Supreme Court contractual variation claim for provision of mining services
- Acted for former director of a mining company in claims of breach of directors' duties under sections 180 to 184 Corporations Act, relating to the surrender of tenements acquired by other entities
- Acted for ASX listed Emu Nickel in relation to various minerals projects
- Advised ASX listed Portman Mining in relation to Woodie Woodie transaction
- Advised ASX listed Kingsrose Mining in relation to acquisition of PT Natarang Mining
- Advised ASX listed Sihayo Gold on several M&A deals
- Advised ASX listed PepinNini Minerals on various matters including applications for tenement forfeiture
- Advised ASX listed Posgold in relation to numerous M&A deals
- Advised Nomad Resources in relation to establishment of offshore mining investment fund
- Acted for ASX listed Murchison Metals in relation to Yilgarn infrastructure project
- Acted for ASX listed Laconia Resources in relation to Gold Mines of Peru transactions
- Acted for ASX listed Meteoric Resources in relation to various minerals projects
- Appeared in the Warden’s Court on numerous mining related matters, including expenditure exemption applications and tenement forfeiture proceedings
- Acted in Supreme Court proceedings for a publicly listed gold explorer in a claim for damages relating to a corporate advisory mandate for an IPO
- Acted for publicly listed mining companies and mining services contractors, in the prosecution and defence of contractual disputes in the Supreme Court and District Court relating to exploration drilling and mining contracts
- Acted for ASX listed Las Lagunas in relation to dispute with Intermet regarding processing plant in Vanuatu
- Advised in relation to divestment of Lennard Shelf lead and zinc project
Damian Quail
PrincipalLLB, B.Com (Acc & Fin) (Hons) MAICD
EXPERTISE
EXPERIENCE
Damian is a Director and Principal of Williams + Hughes. He has practiced as a lawyer for over 28 years in the commercial, resources, agribusiness, software and technology fields. He has managed many large deals, including major investments, farm-ins and JV’s, asset and share sale deals, capital raising transactions and construction matters.
Damian acts for a wide range of clients, including ASX and TSX listed companies, large private family groups and small to medium enterprises. Damian has special expertise in M&A transactions.
Damian adopts a pragmatic approach with a strong focus on ensuring his advice adds value and allows clients to get deals done.
Damian has significant business experience outside of law. This experience helps ensure he does not waste time on legal points that are not commercially important. His past and current roles include:
- Director and Executive Producer at Perpetual Entertainment West and Director at Quail Entertainment, television production companies
- Board member of the Churchlands Senior High School Foundation
- Director of eight unlisted gold exploration companies
- President of The West Australian Mining Club 2019/20; Secretary 2017-2019; Committee Member 2015-2020
- co-founder of four start-ups in space launch, biotech and mobile app sectors
- founding Trustee of the Rotary Club of Crawley Charitable Foundation
- Analyst and Management Consultant at boutique investment bank (3 years)
- Senior Associate at Perth's largest law firm (3.5 years)
Damian is a current member of the Australian Institute of Company Directors, Energy and Resources Law and the Law Society of Western Australia.
Damian is based in our West Perth office. He is a regular legal CPD seminar presenter for the Law Society of Western Australia and Legalwise, where he has presented extensively on M&A topics. He is married with three children and enjoys making TV shows, travelling and playing indoor cricket.
Some of the significant matters Damian has advised on include:
Mining, resources and mining services
- Prepared numerous M&A agreements, farm-in agreements, joint venture agreements, land access and compensation agreements for listed and non-listed exploration companies.
- Prepared numerous subcontractor, procurement and hire agreements for mining services companies supplying to major resources construction projects
- Legal adviser to ASX-listed Image Resources for over 13 years in relation to numerous aspects of its Boonanarring and Atlas Mineral Sands Projects, including:
- negotiating and preparing numerous land access, compensation, option and acquisition agreements relating to mining on private land and on Crown leases.
- general day to day legal advice including FIRB approvals, exploration and mining agreements, petroleum pipeline easements and easements over adjoining properties.
- Australian legal adviser to TSX-V listed Novo Resources Corp. including:
- establishing Australian subsidiaries and serving as a Director 2010-2023.
- negotiating and preparing numerous farm-in, joint venture, sale and purchase and royalty agreements, including due diligence and transaction agreements with Creasy Group, Millennium Minerals, Artemis Resources, Comet Well vendors, Pioneer Resources, Calidus Resources, Northwest Resources, Nimble Resources, Talga Resources, Mesa Minerals and others.
- general legal and contracting work including heritage agreements, split minerals rights agreements, refining agreements, toll treatment, leases, access agreements, DMIRS compliance work, advising in relation to tenements issues, etc.
- legal compliance and advice including company secretarial work, FIRB applications, DMIRS compliance, employment issues, complex stamp/transfer duty matters and general day to day legal advice.
- Legal adviser to ASX listed Middle Island Resources for over 10 years on numerous matters, including:
- purchase of Sandstone Gold Project. Conducted legal due diligence and negotiated Asset Sale Agreement and related documents.
- sale of Sandstone Gold Project to Aurumin Limited. Negotiated Sale Agreement and related documents.
- bidding for Samira Hill gold mine in Niger. Extensive assistance with due diligence, advice in relation to Mining Code of Niger and negotiating sale agreement and related documents.
- proposed purchase of a Moroccan copper project.
- sale of project interests in Burkina Faso, Niger, Liberia and Western Australia, including negotiating farm-in and royalty agreements.
- Legal adviser to Coil Group and JT Metallurgical Services, including toll processing, mill operation and various service contracts.
- Legal adviser to Resource Mining, including in relation to purchase of Goongarrie Gold Project, contract mining agreement and contract variation iss
- Legal adviser to Titan Plant Hire and Territory Plant Hire, including in relation to numerous infrastructure and resources projects in Western Australia and Northern Territory.
- Acted for ASX-listed Apex Minerals in successfully restructuring of $87 million debt facility, including negotiations with security trustees and banks in New York and reset of debt facility, warrant deeds, security trust deeds, etc.
- Prepared oil and gas services agreements for Plexal for gas pipeline projects in Australia, Bangladesh and Thailand.
- Advised ASX-listed Cougar Metals in relation to Brazilian lithium project.
- Acted for Lime Industries Group in relation to limestone and sand mining.
- Advised ASX-listed Magnetic Resources in relation to acquisition of gold projects.
- Advised ASX-listed Mindax in relation to acquisition of gold projects, including farm-in agreements.
- Acted for ASX-listed Emu Nickel in relation to various minerals projects.
- Advised Australian investment company to set up Limited and General Partnerships in the Cayman Islands for investment in global resources opportunities.
Mergers & Aquisitions
- See above for mining and resources related M&A work.
- Acted for owners of Western Australia's largest hospitality supplies company, Hisco, on sale of business to French owned Reward Group.
- Acted for MBL on purchase of Southcoast Food Services business.
- Acted for INX Software shareholders on sale of majority stake in INX to private equity buyer Tanarra Capital.
- Acted for Perth Medical Laboratories (Perth’s largest independent pathology business) shareholders on sale of company to Australian Clinical Laboratories (private equity owned).
- Acted for buyer of Titan Digital and Titan Brand businesses (120 staff across Australia and South Africa).
- Acted for Craig Mostyn Group in numerous acquisitions and divestments including:
- assisted with aspects of the acquisition of V&V Walsh
- acquisition of Jade Tiger, Australia’s largest abalone farm
- acquisition of Australian Seafoods (abalone and rock lobster) in Dover, Tasmania
- acquisition of Fertal rendering business
- divestment of Fataway business
- divestment of Tasmanian seafoods business
- Advised vendor of HPC Data Centres on sale of data centre to ASX-listed Amcom.
- Advised vendors of Orelogy mining software on sale of software business to Maptek.
- Advised vendors of Orelogy Consulting business to Perenti.
- Advised Conducive shareholders on sale of IT services business to ASX-listed Empired Limited.
- Advised Silicon Valley based software company on purchase of Australian software business, including IP due diligence.
- Advised Wild Geese International (oil and gas safety and induction training) to ASX-listed Site Group International.
- Advised sellers of Ecologia to ASX-listed RDG.
- Advised numerous buyers and sellers in private M&A transactions, including involving vendor finance, earn-outs and funds escrow arrangements, including acting as escrow agent.
Pipelines, Tanks and Terminals
- Acting for Coogee Chemicals for many years, including:
- acted for the Coogee Chemicals - Mitsubishi joint venture regarding construction and operation of $100m+ Port Bonython diesel fuel terminal, including FEED study, build, terminal services, terminal lease and shareholders agreements and related documents
- negotiating multi-decade pipeline leases and easements in Kwinana industrial estate.
- negotiating multi-decade chlorine and caustic supply agreements.
- negotiating land access agreements and easements for pipelines, tanks, railway sidings, elevated pipebridges, etc in in Kwinana industrial estate and Kalgoorlie.
- acted for Coogee Chemicals in relation to sale of interst in Port Bonython Fuels
- negotiating industrial leases and licences.
Construction
- Advised subcontractors supplying services and equipment to major resources projects including Inpex Icthys Darwin, Rio Tinto (various Pilbara), FMG Cloud Break, BHP Newman, and Main Roads WA projects (various in Western Australia)
- Acted for the Coogee Chemicals - Mitsubishi joint venture regarding construction Port Bonython diesel fuel terminal- see above.
- Prepared numerous construction contracts for Craig Mostyn Group, including construction contracts for:
- multiple abalone farm extensions in several locations across Australia, including at Australia's largest abalone farm
- multistage expansion of Western Australia’s largest pig abattoir, including new buildings and plant upgrades
- multistage construction of large commercial piggeries at Mogumber (six large buildings)
- multistage expansion of Western Australia’s largest meat and poultry waste rendering facility, including plant upgrades, new water treatment plant, new boilers and new rendering line
- refit of the Group’s head office in Fremantle
- Prepared construction contract documents for Fujitsu for multi site data centre upgrade program across Australia
Software and IT related
- See above for software and IT related M&A work.
- Advised large private company in relation to moving from in-house IT solution to Telstra hosted Cloud environment (production, disaster recovery, backup).
- Advised large industrial company in relation to Oracle software licensing audit and licensing compliance, including compliance with licensing terms and challenging licence fees demanded for virtual machines and multiple software instances.
- Advised IT vendor entering USA market - prepared manufacturing, distribution, branding and licensing agreements.
- Advised ASX-listed property company in relation Microsoft Dynamics enterprise agreements.
- Prepared suite of software licencing, maintenance and support agreements for spatial software developer (Australia and USA).
- Prepared numerous software license agreements, distribution agreements, reseller agreements, EUSLAs, support and maintenance and service level agreements (including SaaS and Cloud Agreements), consulting contracts, etc for numerous Australian software companies.
- Reviewed and advised numerous clients in relation to IT procurement contracts.
- Prepared numerous website and app T&C's
- Advised many software, medical and mobile app start-ups in relation to business structuring, shareholder agreements, terms and conditions, fundraising documents, commercialisation agreements, manufacturing, distribution, branding and licensing agreements.