1. THE TWELVE MOST DANGEROUS AGREEMENTS YOU WILL EVER SIGN
THE DIRTY DOZEN
THE TWELVE MOST DANGEROUS AGREEMENTS YOU WILL EVER SIGN

2. Presenter: Robyn Hey
Robyn has more than 14 years’ experience as a commercial litigator, focusing on insolvency- related work.
Trained in the ENSafrica insolvency, business rescue and debt recovery unit for 5 years.
Robyn has run her own practice since 2008 specializing in insolvency, business rescue and debt recovery as well as commercial drafting.
Robyn advises business owners on how to Future Proof their businesses.

3. THESE AGREEMENTS FIGHT BACK!

4. SURETIES AND GUARANTEES
1. How much is the surety obligation?
2. How long does the surety obligation last?
3. What is the nature of and amount of the underlying agreement?
4. Is the surety limited to the amount of the underlying agreement?
5. Are you a surety or a surety AND co-principle debtor?
6. Are you signing a surety or a guarantee (an ancillary versus an independent obligation)
When can you cancel the surety / guarantee?

5. SUPPLY AGREEMENTS What must you supply? What is the order process?
What are the specifications?
Who carries the cost of delivery?
How does delivery take place?
Is it an exclusive arrangement?
Which entity are you supplying?
Are there any tax implications?

6. LEASES (IMMOVABLE PROPERTY)
Is this a commercial or residential property?
Are you signing in your own name or in the name of the company?
Does the Consumer Protection Act apply?
What is the period of lease and what is the TOTAL rental obligation
If commercial what obligations do you have outside of the pure lease?
If you are signing in name of a company what are your suretyship obligations?

7. LEASES (MOVABLE PROPERTY)
Are you signing in your own name or in the name of the company?
Does the Consumer Protection Act apply?
What is the period of lease and what is the TOTAL rental obligation (including maintenance contracts, service contracts)
Are there any confidentiality clauses or IP clauses that place obligations on you / your staff?
How do you exit the agreement? Are there any penalties?
If you are signing in name of a company what are your suretyship obligations?

8. COMPANY DOCUMENTS MOI Why are you forming a company?
Are you really forming a company (or is it a partnership)?
Do you need to convert your CC to a company?
How many people will be involved in the company as shareholders or directors?
What is the difference between the MOI and the shareholders agreement and when do I need both?
Why do you want to be a director and do you know the implications of being a director?

9. COMPANY DOCUMENTS: SHAREHOLDERS AGREEMENT
How do you deal with disputes?
How do exit the company and what must the company pay for your shares when you do exit?
What powers do you want the directors to have vs the shareholders?
Are you a minority shareholder?

10. EMPLOYMENT AGREEMENTS
Does is comply with the BCEA and the LRA? Are you aware of the implications of these Acts?
What is your company’s grievance procedure?
Do you have clear KPI’s?
Do you have and understand:
Non-solicitation clauses
Restraints of trade
Confidentiality clauses

11. CREDIT AGREEMENTS Have you read the agreement?
Do you understand the repayment terms and any penalty clauses?
Have you provided surety?
Your surety obligation is only covered by the NCA if the underlying debt is covered by it.
What makes an agreement a credit agreement (interest, costs and deferred payments)
What if you lend money to your family and friends?
What is a registered credit provider
What if the lender is not a registered credit provider? Can I keep the money?

12. OFFERS TO PURCHASE Must a deposit be paid? If so when and how much?
Who is buying the property?
Does the seller have copies of approved plans for the property?
Have you check that the title deed accords with the property description in the agreement?
Are there conditions precedent?
Must anything be done to the property before transfer and who must pay for this?

13. OFFERS TO PURCHASE
Does the contract deal with vacant occupation and does it specify whether vacant occupation will occur on transfer or on a specific date?
Does the voetstoots clause apply?
What are you actually buying?
Have all the blank spaces been filled in and have the witnesses signed wherever they need to?

14. ANTE NUPTIAL CONTRACTS
What are the options for matrimonial property regimes in South Africa?
If you don’t have an ANC, you are automatically married in community of property.
If I sign an ANC am I saying my marriage won’t last?
What is the accrual system? The accrual system is used to calculate how much the spouse with the larger estate must pay the smaller estate if the marriage comes to an end through death or divorce. Each spouse is entitled to take out the asset value that he or she brought

15. ANTE NUPTIAL CONTRACTS
See a neutral lawyer
The lawyer must be a registered.
You can’t contract out of either your ANC or community of property.
You can change your matrimonial property regime after marriage but it involves a court application and must be advertised so that creditors can object.

16. AGREEMENTS WITH PROFESSIONAL SERVICES FIRMS
What are the hourly fees?
What will the scope of work cover?
Be clear on what you want
Check the qualifications of the professional before seeing them
Ask a lot of questions
Must you pay a deposit? How is the amount you pay calculated?
Are there any disbursements to be paid?
What is your responsibility and what is theirs

17. Services offered by Robyn Hey Attorneys
Robyn Hey Attorneys offers a full range of litigation and commercial services:
Commercial drafting and advice
Drafting of trusts and advising business owners on the protection of their assets
Commercial transactions and legal risk management
Estate planning and drafting of wills
Commercial litigation
Restraints of trade
Commercial property and lease disputes
Shareholder disputes
Estates litigation
Commercial Mediation

18. Services offered by Robyn Hey Attorneys
Insolvency, business rescue and debt recovery
Advising businesses and creditors on all aspects of the insolvency, business rescue and turnaround industries
Running of enquiries into the affairs of companies in liquidation in terms of Sections 417 and 418 of the Companies Act 61 of 1973
Acting for liquidators and creditors in Insolvency-related Magistrate and High Court litigation
Drafting proof of claims for financial institutions and other creditors
Drafting memoranda and opinions dealing with various insolvency and business rescue-related issues
Recovery of debts for financial institutions and other creditors
Recoveries of impeachable dispositions for liquidators
Settling of disputes and dealing with objections to liquidation and distribution accounts
Actions for reckless and fraudulent trading in terms of Companies Act against directors of companies
Rehabilitation of insolvents

19. Contact details
Robyn Hey Attorneys: ;
Robyn Hey: