For those of you who have not hired an attorney before, the idea of having an attorney review a contract may seem expensive and intimidating — it shouldn’t be.
The purpose of this article is to shed some light on the process of contract review.
Step 1 – Opinion Letter: When a client brings a contract to us for review, the first step is for us to prepare an opinion letter for the client. The opinion letter will lay out a bullet point list of both the items that we believe should be changed in the contract as well as items that the client should be aware of, including obligations that the contract imposes that may not be obvious. Depending on the length and complexity of the contract, this letter is usually very inexpensive to produce.
Step 2 – Discussion with the Client: Once the opinion letter has been delivered to the client (usually by e-mail), we will have a brief phone discussion with the client to go over the important points in the letter and answer any questions the client may have.
Step 3 – Communicating Proposed Changes to the Other Party: Once the client understands the opinion letter, the client will make a decision as to which of the recommended changes to the contract the client would like to pursue. Depending on the situation (and the client’s budget) the client can either: (1) deliver the opinion letter to the party he or she is contracting with and ask that all of the changes be made; (2) copy and paste particular paragraphs of the letter that the client actually wants to use to negotiate the contract and deliver those paragraphs to the other party; or (3) have us work directly with the other party or the other party’s attorney to communicate the proposed changes. Depending on the circumstances, we may actually insert the proposed changes and deliver a revised contract to the other party.
Step 4 – Review of the Revised Contract: If the other party is responsible for revising the contract, the last step is for us to review the revisions that we proposed to ensure that the final contract reads correctly.
If you are thinking, “this is a simple contract, I don’t want to pay to have it reviewed,” you may want to reconsider. The simpler contract, the less expensive the review, and even simple contracts can have serious ramifications if drafted incorrectly. Remember, disputes over an ambiguous, unfavorable, or poorly drafted contract are much more costly than hiring an attorney at the outset to make sure that such disputes are avoided with a good contract.