Word count: 1539Our Ref:20 August 2012Client Name:Client Address:By Email:Letter of AdviceDear Client,Thank you for seeking advices for about the establishment of a new business venture. Based on your statement of relevant circumstances and national laws we would like to comment as follows.1. Instruction: The sole responsibility we undertake is to answer your question at the aspect of law. We assume that all relevant circumstances are truly mentioned by you and remain unchanged until this letter is being provided. We will not promise any rate of return and it is your responsibility to investigate the financial and commercial aspect of this business venture. We strongly suggest that you review relevant financial statements and judge the expected profit, risk or loss of the business carefully through a properly qualified and experienced accountant before you proceed with this business. We assume that you have completed evaluation of the financial aspect of the business. Besides, you should read and understand this letter wholly.2. Disclaimer:We will not be responsible when one of the following occurs: (1). Financial losses due to that you ignore the evaluation of financial and commercial aspects; (2). You provide untrue information; (3). Relevant circumstance changed before this letter is provided and can not be predicted reasonably; (4). Force majeure;(5). Law or policy is changed; (6). You misunderstand our advice or you do not read the letter wholly; (7). Other unreasonably known or predicted circumstances occur. 3. Possible forms a business venture may adopt: You may organize your businessusing different forms as follows: (1) individual: you may engage in your business individually. In this situation you do not need any contract prepared because you are the only person of the business venture; (2) Partnership: you associate with some other people or entities to form a partnership. Partnership is the relation between people carrying on a business in common with a view of profit, there is also an incorporated limited partnership. Members of a corporation, other than an incorporated limited partnership, can not form a partnership under the Partnership Act 1963. Partnership is one of legal structures which is usually organized by people for profits in commercial activities. A partnership will be recognized if it meets the following characteristics: contractual relationship is established among persons; each person has a unlimited agents for every other persons; each person owes rights and obligations to all others. A partnership is an association of partners. An agreement specifying the each partner’s contribution, rights and obligations, how to run the partnership and how to distribute its profit and so on must be prepared; (3) Trust: you may confer your property to others for your benefits, relevant rights and obligations must be specified in a contract; (4) Company: a company is an entity separate from its members and share holders, an association of articles of the company must be prepared. Company is recognized if some characteristics exist.4. Definition of contract:Contract refers to agreement reached between and by parties thereto to establish, alter or terminate a legal relationship between them. A contract represents that the parties thereto have agreed something with each other. Contract in widest sense refers to an agreement reached by parties in accordance with all branches of law but in narrowest sense it only refers to contract of creditor’s rights. When draft a sample of contract, you should make its provisions fair as you can since the unfair provisions of rights and obligations of the parties may prevent you and the potential party reaching an agreement. There are some websites which some samples of contracts have been uploaded for your information, for example, /. You may refer to these resources when you prepare contracts. A sample of contract is made for frequent use for future; if you adopt astandard sample of contract it will help you a lot. Through its help you can draft a contract efficiently. But remember in these samples there may be some clauses or provisions may not be appropriate for your situation. You should make some necessary modifications such as delete some contents that not suit you, add some special provisions if you need.5. Key elements a valid contract involves: (1) The contents of a contract must not violate any law provisions, especially enforced binding provisions. (2) Parties to a contract must be qualified. If they are persons, they must reach or exceed the age required by law; if they are entities, they must be founded lawfully and be competent to sign the contract. (3) Parties to the contract must truly declare their will. Any party shall not compel or force the other party to agree with something or the contract may be revoked by the compelled or forced party. (4) Object of a contract must be certain, has a value of use for people and can be controlled by humans. (5) A contract must be made in certain form such as in writing when the law or parties require so. The law may even provide that a contract shall be valid only when it is made through certain method such as applaud. Modern laws encourage people to enter into contracts thus to encourage transactions; therefore lay out few restrictions upon contracts. A contract may be made by parties simply by conversation, telephone or fax, email, electronic exchange or writing on pages. In order to ensure the safety of transaction, it is strongly recommended that you make contracts with others in writing or other forms which can clearly express the contents of contract.There are two elements or proceedings that a valid contract must include. These are offer and acceptance. Offer refers to declaration of intention of signing a contract. A valid offer must provide the price, quantity of goods, transportation and other main articles of contract and must be serviced to the offeree so that offeree may consider it and answer the offerer. The offeree may accept or refuse the offer. If he wants to accept it then he must promise in the term of validity of the offer. The acceptance made by the offeree must promise the same content as the offer provides and must be serviced to the offerer. Acceptance must be delivered to the offeree and when it is postthe acceptance will take effect. A contract is established when the acceptance takes effect.6. You should make the contracts provisions and articles clear and comprehensive as you can. You should use every effort to avoid using ambiguous words or words which may have more than 1 possible meaning. You should not leave out any important articles which may significantly affect your interests. This is a difficult and professional work and when you do it we recommend you to hire a lawyer to assist you.The importance of a clearly and comprehensively written contract may be seen through a rule of evidence. It is called “parole evidence rule”. It provides that oral evidence cannot be used against the provisions of a written contract. The rule strengthens the effect of evidence of a written contract. Therefore you should recognize the importance of a written contract.But even there is a written contract provision, oral evidence may overturn it. There are some exceptions of the parole evidence rule. (1) When oral evidence is proposed by a party the other party admits the effect of the oral evidence. (2) There are sufficient evidence to prove that the provisions of the written contract actually do not reflect the true will and mean of a party. (3) There are contradictory provisions in the contract the court can not determine which one is the true will of the parties, but the oral evidence support one of them and makes it more credible. In one word, the contract is not integrated.7. Importance of written commercial contracts: As mentioned above people may make contracts by various forms. But written contracts can make the will of the parties clear and comprehensive and thus avoid unnecessary disputes. When disputes arise a written contract will help the parties to settle the disputes and protect your interests more sufficiently. An integrated contract may be protected by parole evidence rule. A written contract provides strong evidence for the parties thereto. The contents of contracts made through telephone or conversation will be harder to be proved.A written contract makes the rights and obligations of the parties more clear. That is, through a precise definition, the rights and obligations of the shareholders, the partners or other cooperators are clearly defined and restricted thus avoid unnecessary disputes. A written contract may be required by laws when people engage in a business that is specially provided and required to be approved by relevant department of the government. Other forms of contract may be seen as void and interests under which may not be protected by the law. For example, company laws require a company to draft a writing association of articles when the company is founded.We suggest you to get more help from an experienced lawyer so to ensure your new business runs well. If you temporarily have no lawyer to assist you, you may search some samples of contract to help you.Yours faithfullyReference/Parole+evidence/question/index?qid=20071230010447AAmHJZU Sweeney B, O’reilly J. Law in Commerce[M]. 3th edition. Melbourne: LexisNexis Butterworths, 2007S6, Partnership Act 1963Hayton D J. Underhill and Hayton’s Law of Trusts and Trustees[M]. Melbourne: LexisNexis Butterworths, 1995。