Service · Commercial Law
Commercial law: the trading relationship, and what happens when it breaks
Trade runs on habit. The same distributor, the same terms, the same invoice cycle, none of it looked at since the first order. It works perfectly until the day it does not, and by then the terms that would have protected you were settled years ago by somebody who has since left.
Where this sits
Three things get called the same thing, and it is worth separating them. Corporate work is about the company itself: who owns it, who runs it, what happens when the shareholders fall out. Contract work is about the document: what it says and whether it holds. Commercial work is about the trading relationship in between, and about the parts of the law that apply to you because you sell things, not because of how you are incorporated.
That means distribution and supply, getting paid, competition rules, selling to consumers, and the disputes that come out of all four.
Distribution, agency and supply
Most cross-border trade into and out of Georgia runs through a distributor or an agent, and the two are not interchangeable. A distributor buys and resells on its own account; an agent sells in your name and can bind you to customers. Which one you have decides who carries the credit risk, who owns the customer relationship, and what you owe when the arrangement ends.
The arrangements that cause trouble are the informal ones: exclusivity that was agreed verbally, territory that was never written down, minimum volumes that nobody has met for two years and nobody has enforced. Termination is where this surfaces, usually with a demand for compensation nobody budgeted for.
Getting paid
An unpaid invoice is a commercial problem before it is a legal one. The question is rarely whether you are owed the money; it is whether the counterparty still has any, and whether your paperwork lets you move before it runs out.
- Terms that bite. Payment periods, interest on late payment, retention of title over goods until they are paid for, and set-off.
- Security. Guarantees, pledges and the registrations that make them effective against third parties rather than merely written down.
- Recovery. A demand that is designed to be used in court rather than to relieve feelings, then enforcement when it is ignored.
- Deadlines. Limitation periods run whether or not you are still negotiating, and a claim that has expired cannot be revived by goodwill.
Competition law
Competition rules catch businesses that never thought of themselves as dominant and never held a meeting they would describe as a cartel. Pricing agreed with a competitor over coffee, resale prices imposed on a distributor, an exclusivity clause that looks commercially sensible and is legally a problem: these are the ordinary shapes of a competition case.
I have acted on the defence side of exactly this. I represented one of the largest pharmaceutical companies operating in Georgia in a price-fixing matter, challenging a fine of GEL 20 million imposed by the competition authority. That work is the reason I take compliance seriously as a preventative exercise: the cost of an audit of your distribution terms is a rounding error against the cost of defending them.
Selling to consumers
Selling to businesses and selling to the public are not the same legal exercise. Consumer rules limit what your terms can do, whatever the contract says, and they apply with particular force to distance and online selling: pre-contract information, the right to withdraw, and remedies for goods that are not as described. Terms copied from a supplier agreement and pointed at consumers are usually unenforceable in the parts that matter most.
When it goes wrong
Most commercial disputes are settled, and the ones settled early are settled better. What decides the outcome is usually established long before anyone instructs a lawyer: what the correspondence says, whether the file is complete, whether anyone confirmed in writing what was agreed on a call.
I advise on the position before the letter goes out, and I am direct about whether a claim is worth running. A commercial dispute you win after two years and a great deal of management time is not always a victory, and I would rather say so at the start than bill you for discovering it.
Why work with me
I have acted for a major pharmaceutical company in a price-fixing case against a GEL 20 million fine, for a gambling operator in an intellectual property dispute valued at USD 300 million, and for a bank on a mass redundancy. I work in Georgian, English, German and Russian, which matters when the contract is in one language, the correspondence is in another, and the court will want a third.
Frequently asked questions
What is the difference between commercial and corporate work?
Corporate work concerns the company as a thing that exists: incorporation, shareholders, directors, ownership and governance. Commercial work concerns what the company does: buying, selling, distributing, getting paid, and the rules that apply because of the trade rather than the structure. Most businesses need both, but they surface at different moments. Corporate questions arrive when ownership changes; commercial questions arrive every week.
A customer has stopped paying. What can I actually do?
Start with the file rather than the anger. Whether there is a signed contract, what the payment terms say, whether late-payment interest was agreed, whether title to the goods passed, and whether anything was confirmed in writing when the relationship was still friendly. That determines whether you have a straightforward claim or an argument. From there it is usually a formal demand, then court, then enforcement against assets. The practical question is always whether the counterparty has anything left to enforce against, which is worth establishing before spending on a claim.
We are a small company. Can competition law really apply to us?
Yes. The rules that catch agreements between competitors do not depend on being large: an understanding with a rival about prices, customers or territories is a problem at any size. Restrictions you impose on your own distributors, such as fixing the price they resell at, can also be caught. Size mainly affects the rules on abuse of a dominant position, which need dominance in the first place. If you sell through distributors or talk regularly to competitors through a trade association, the terms are worth a look.