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The retail sector is a challenging and competitive environment, whether you are a global retail chain, out-of-town retail park business, small independent high street shop or online retailer. In a rapidly changing sector, retail businesses are faced with a complex mix of issues such as evolving consumer demands, e-commerce expectation and security threats, political uncertainty, regulatory changes, commercial pressures and supply problems.   

With decades of experience working with retail clients, Thorntons understands the difficulties and opportunities the sector can present. We act for a wide range of retailers, including national retail chains, a global supermarket and worldwide retailer, as well as independent shops and online e-commerce businesses. Dealing with issues ranging from renegotiation of inflexible and uncompetitive lease terms to supporting global expansion and brand protection, we are on hand to help with any legal aspect of your retail business.

As a full-service firm, we can call on specialists across the firm to provide you with coordinated legal support. Our experts are on hand to help you in areas such as retail business acquisitions and disposal, lease negotiation, supplier contracts, disputes, intellectual property, employment law, property services and business growth. 

With one of the largest commercial real estate teams in Scotland, we have the capacity to handle significant property portfolios for you and are ranked by legal directories Chambers and Legal 500. We have a local presence and knowledge through our network of offices across the Central Belt and North-East Scotland, meaning we understand local property markets, retail issues and pressures.

Whether your retail operation is well-established or at start-up stage, is looking to expand or to rationalise, Thorntons can help you make the most of the opportunities and handle the challenges involved in running a retail business. 

How can Thorntons help?

As a full-service firm, we can help clients with all legal aspects of retail business, including the following. 

Whether you are looking for outright retail property acquisitions, disposals or leaseholds, Thorntons’ Commercial Real Estate specialists can help. 

With acquisitions, we can advise on the extent of due diligence you need and examine the information provided to enable you to be fully informed about the purchase before entering into any agreement. Working with our Corporate team, we can also ensure that any relevant business elements, such as applicable premises licences, are transferred to you in the purchase and negotiate contract terms.

For disposals, we can advise you from the start on buyer requirements and work with you through the whole process, negotiating on the contract terms on your behalf.

At Thorntons, we act for both landlords and tenants in preparing new leases and reviewing, extending and varying existing leases for all types of commercial retail property.

If you are a retail tenant, our experienced Commercial Real Estate team can negotiate the terms of lease for you at the start of the tenancy, such as any payment and repair obligations, including dilapidations obligations at lease termination. We can also deal with lease registration issues and any additional agreements needed, including licences for works and rent deposit agreements. We recognise the difficulties many businesses face competing with others on more favourable lease terms and can work with you on renegotiating your own lease terms.

If you are a retail property landlord, we can advise you on the documentation you need and draft and negotiate terms on your behalf, serve notices as required and help you with any lease disputes.

You need to protect and make the most your retail business’s valuable intellectual property, from your branding and trademarks to your customer lists. Thorntons’ dedicated Intellectual Property team is one of the largest in Scotland working solely on these matters and can help you keep your intellectual property protected across your retail operation, including online, and advise you on ways to further commercialise it.

In addition, with any customer databases and communications you have, we can advise you on your responsibilities under data protection law, including GDPR. We offer Data Protection and GDPR training, audits and gap analysis, as well as a full outsourced Data Protection Officer service.

Whether it is setting up the right employment contracts and policies or dealing with employment claims and tribunals, our Employment Law team can help you ensure you deal with any employment law issues effectively, helping you to avoid potentially costly legal disputes.

In the retail sector you may be faced with disputes across a range of issues, from lease and contract problems and property disputes to faulty product liability, customer and employee claims. We can help you deal with such challenges, with proactive dispute resolution and robust litigation support.

With any dispute, early intervention can often help avoid lengthy and expensive proceedings. We see going to court as the last option, and our experienced litigation team can advise you on your options, including alternative dispute resolution routes such as mediation and arbitration. If court action is necessary, we will strongly represent your interests and work to achieve a satisfactory outcome on your behalf.

Our expert team can ensure you have robust supply and service agreements that properly represent your interests, protecting your retail supply chain, business liability and, if appropriate, your brand. Having the right agreements in place can also help you avoid or deal successfully with disputes if issues arise later. In addition, we can review any existing contracts to make sure they are right for your changing business needs.

Depending on your business reach, there can be multiple supply structures to consider, along with issues such as exclusivity and the supply territory. Also, in an increasingly global marketplace, we can help you with cross-border and international contracts, especially with the impact of Brexit on any suppliers you have in the EU, and over which country’s law applies to the agreement.

We can advise you on franchising your retail brand or in the set-up of a franchise agreement as a franchisee. We can ensure your agreement is drawn up to make clear issues such as the terms the franchise can operate under, the percentage to be paid and the termination of agreement terms.

However, a franchise may not be the most suitable model for your retail business development. Our Corporate and Commercial team can advise you on the range of options open to you and work with you to find the best route to enable you to meet your business objectives.   

From start-up advice through to business expansion, our Corporate Law team are on hand to help with tailored legal support throughout your retail business development. Our specialist start-up team can help you make sure you have the appropriate legal structure and suitable contractual arrangements in place right at the start to support the business throughout its life cycle.

If you are looking to expand your retail operation with store development, we can provide a coordinated legal service to support the whole project delivery. This covers issues such as land acquisition, title and deed conditions, building contracts and funding agreements, with corporate law advice, real estate expertise and property support to help make the process as smooth as possible. 

In challenging trading times, many retail businesses may face financial difficulties. Taking expert advice early can give your business the best chance to find an appropriate plan for restructuring or refinancing the business. Our experts are on hand with practical and confidential advice on the options open to you and can support you throughout the process.