Contracts Reviewed

Most contracts are reviewed by the lawyer(s) closing the deal. That's useful—but it’s not the same as having them reviewed by the lawyer(s) who enforce them if things go sideways.

A transactional attorney reviews a contract to get it signed.

A litigator reviews the same contract looking for what breaks when the relationship does: which clauses courts have struck down, what discovery would look like under a given structure, and whether that arbitration provision works in practice.

Most companies don't find these things out until they're already in a dispute—which is the worst possible time to learn them.

Here are a few things I look for that don't always get flagged in a standard review:

Arbitration clauses that sound protective but have a track record of trapping the party who insisted on them--or not preserving arbitration rights at all.

Termination and auto-renewal provisions that quietly shift leverage before anyone notices a problem and for which no one at the company calendared the notice deadlines and dates.

Choice of venue provisions that don't hold up under the relevant jurisdiction's case law.

This is the lens I bring to every contract review engagement—not just a markup, but a genuine read on where the document will hold up and where it won’t.

If you have a contract you’ve been meaning to get a second, more adversarial set of eyes on, send me a note.