Sterling & Associates — Commercial Law & Litigation
Sterling & Associates is a commercial law firm in Melbourne's central business district, practising from Level 12, 140 William Street. The firm acts for privately held companies, owner-operators, and emerging technology businesses across three areas of law: commercial transactions, litigation and dispute resolution, and intellectual property. The partners have practised together for more than fifteen years. Each matter is led by a partner from instruction through to resolution, and the firm takes on only the volume of work its three principals can supervise directly.
Commercial Law
The commercial practice handles the transactional work that underpins business growth and structural change. That includes mergers and acquisitions, share sale agreements, shareholder agreements and buy-sell arrangements, joint venture structures, and commercial contracts of all kinds. The firm advises on corporate governance obligations for proprietary companies and assists boards with constitutional reviews, director duties, and related-party transactions under the Corporations Act.
Much of this work is preventive. A well-drafted shareholders' agreement eliminates the disputes that would otherwise arrive two or three years later. A properly structured acquisition reduces the risk of warranty claims, tax exposures, and regulatory complications. The firm's approach to commercial drafting is conservative and thorough: every clause is tested against the scenario in which it will actually be relied upon, not merely the scenario in which the deal is signed.
The practice also advises on ongoing commercial relationships, including supply agreements, distribution arrangements, franchise documentation, and terms of trade. For clients in regulated industries, the firm works alongside specialist advisors to ensure that commercial arrangements comply with sector-specific licensing and disclosure requirements.
Litigation & Disputes
When commercial relationships break down, the litigation practice represents clients in the Supreme Court of Victoria, the Federal Court of Australia, the Victorian Civil and Administrative Tribunal, and in private mediation and arbitration. The firm handles shareholder oppression proceedings, contractual disputes, claims under the Australian Consumer Law, restraint of trade matters, and regulatory investigations. Where the circumstances warrant it, the practice applies for interlocutory injunctions, freezing orders, and urgent relief.
The firm's preference is early resolution. Litigation is expensive, disruptive, and uncertain, and the partners advise clients candidly on the realistic prospects of a matter before proceedings are issued. Where a dispute can be settled through negotiation or structured mediation, the firm will recommend that path. Where it cannot, the firm prepares for trial from the outset. The litigation team has conducted multi-week trials in the Commercial Court division and has appeared in contested interlocutory hearings on short notice.
The practice also acts in alternative dispute resolution, including formal mediations under the Supreme Court mediation program and ad hoc arbitrations under commercial contracts. David Nguyen and Catherine Sterling both hold practising certificates permitting appearance in all Victorian courts and the Federal Court.
Intellectual Property
The intellectual property practice advises technology companies, creative businesses, and manufacturers on the protection and commercialisation of their intangible assets. The work spans patent prosecution through IP Australia, trademark registration and portfolio management, trade secret protection programs, and IP licensing arrangements. Rebecca Thornton, who leads the practice, holds a background in engineering and can engage directly with the technical substance of patent specifications.
For technology clients, the practice addresses the IP questions that arise at each stage of a company's growth: founder IP assignments at incorporation, open-source licence compliance, freedom-to-operate analyses before product launch, and defensive patent strategies as the business scales. For clients in creative industries, the practice handles copyright licensing, moral rights issues, and brand protection strategies that extend beyond simple trademark registration.
Where intellectual property is infringed, the practice works with the litigation team to pursue enforcement actions, including Federal Court proceedings for patent and trademark infringement, and applications for injunctive relief. The firm also defends clients against infringement claims and advises on IP aspects of commercial transactions, including IP warranties, licence-back arrangements, and technology transfer agreements.