Section 1
How to use these commercial law case study examples
Do not read these like model answers. Treat each one like a timed assessment centre brief. Your job is not to find every possible legal point. Your job is to decide what matters most to the client and explain what you would do.
- 1Read for the client decision. Ask: what is the client trying to decide, and what could go wrong if they get it wrong?
- 2Pick three issues. If everything is important, nothing is. Rank the risks by commercial impact and urgency.
- 3Give a recommendation. Proceed, pause, renegotiate, escalate, pay under protest — choose a practical next step.
- 4Prepare for pushback. A partner will ask why you chose one issue over another. Have a reason.
Section 2
Commercial law case study practice examples
Each example gives you a candidate brief, the issues to spot, the answer spine, and likely follow-up questions.
Example 1 · M&A / acquisition risk
Should Northbank buy FlowLedger?
Client: Northbank Capital, a private equity investor considering a majority acquisition of FlowLedger Ltd
FlowLedger is a fast-growing software business with recurring subscription revenue. Revenue grew from £8m to £14m last year, but the business is not profitable. One retailer, PrimeLine Group, accounts for 34% of annual recurring revenue and can terminate on 30 days’ notice. The CTO and senior engineers may leave after completion. The seller says the platform is fully data-compliant but has provided no supporting documents.
Key issues to spot
- Customer concentration: PrimeLine is too large a percentage of revenue to treat as normal churn risk.
- Key people risk: the product value may depend on people who are not locked into the business.
- Unverified compliance: a broad comfort statement is not enough where personal data is processed across the UK and EU.
Answer spine
Proceed only if the PrimeLine position, key employee retention and data compliance evidence are resolved before signing or reflected in price and deal protections.
Follow-up questions
- What would change your recommendation from proceed conditionally to do not proceed?
- Which issue would you raise first with the client and why?
- What information would you ask the seller to provide before signing?
Example 2 · Commercial contract / urgent client advice
Can Harbour Retail keep stores open before Christmas?
Client: Harbour Retail, a national retailer facing a threatened supply suspension from its logistics provider
Harbour Retail relies on SwiftPort Logistics for 70% of store deliveries. SwiftPort says Harbour owes £1.8m in disputed service charges and has threatened to suspend deliveries in seven days unless payment is made. Harbour says service levels have fallen below contract standards for three months. The contract contains a dispute escalation clause, a right to suspend for undisputed overdue sums, and a broad limitation of liability. Christmas trading starts in two weeks.
Key issues to spot
- Business continuity: the legal answer is secondary if stores cannot receive stock during peak trading.
- Contract mechanics: whether the sums are genuinely disputed affects SwiftPort’s right to suspend.
- Leverage and remedies: Harbour needs a practical route to keep deliveries moving while preserving its position on the disputed charges.
Answer spine
Prioritise continuity: challenge suspension if the charges are disputed, trigger escalation immediately, consider payment under protest if needed, and preserve the claim for service failures.
Follow-up questions
- Would you advise paying the £1.8m now?
- What should Harbour say in the first letter to SwiftPort?
- How does the Christmas timing affect your advice?
Example 3 · Private equity / growth investment
Should Northstar invest in a clinic group expanding by acquisition?
Client: Northstar Ventures, a growth investor considering a minority investment in ClearWell Clinics
ClearWell operates 18 private healthcare clinics and plans to double in size through acquisitions. Revenue is growing, but profits vary significantly by location. The management team wants investment to fund five new acquisitions in twelve months. Two target clinics have high revenue but weak staff retention. ClearWell uses several patient-record systems and has not finished integrating data from its last acquisition. The founders want to retain day-to-day control after investment.
Key issues to spot
- Integration risk: the business may not have the systems or management capacity to absorb more acquisitions safely.
- People and service quality: weak staff retention in clinic acquisitions can undermine revenue and reputation.
- Governance: a minority investor needs controls if founders keep operational control while using investor capital aggressively.
Answer spine
Invest only with a phased funding plan, clear governance rights, integration milestones and due diligence on staff retention, data systems and clinic-level profitability.
Follow-up questions
- Why might minority protection rights matter here?
- Would you focus more on financial performance or operational integration?
- What conditions would you attach to releasing the second tranche of funding?
Section 3
What strong answers have in common
They start with a view
“Proceed, but only if…” beats a long summary of the facts. The client needs advice, not narration.
They connect facts to consequences
Do not just say “there is customer concentration”. Say what happens to price, leverage or deal certainty if the customer leaves.
They ask for specific information
“Further due diligence” is vague. Strong candidates name the document, confirmation or condition they need.
They stay commercial
The best answer is not the most legalistic one. It is the answer that helps the client make a better decision.
Section 4
Next step: practise under time pressure
Examples help you learn the pattern. Timed practice helps you find out whether you can apply it when the brief is unfamiliar and the clock is running.
Turn examples into practice
Start with a timed case study exercise, then compare your answer structure against the examples above.