Core legal skills
How to do a contract review
A five-step framework for contract reviews that goes beyond spotting issues to giving the client a clear recommendation on what to do about each one.
The short version
To review a contract well, work through five steps for each issue: summarise what the clause says, identify what's missing, link it to the client's practical situation, benchmark it against market standards, and give a clear recommendation on what to do. The recommendation is the step that turns a good review into a great one.
The first time I did a contract review, they gave me an example from a completely different type of contract — and a tight deadline. It didn't go well. In case you've been in a similar spot, here's the framework I use to approach contract reviews in a more structured way.
1. Summarise what's in the contract
State what the clause says, clearly and accurately.
"Clause 10 states that the Contractor will be entitled to additional costs plus a 5% margin for variations."
2. Identify what's not in the contract
Flag gaps or missing provisions that are relevant to the client's situation.
"However, there is no express provision for margin if the Principal omits work from the scope."
3. Link to the practical implications
Connect the legal position to the client's commercial context.
"We understand it is not uncommon for projects of this nature, and your previous projects with this Principal, to involve omitted scope."
4. Evaluate against market standards
Benchmark the position against what's typical in the market.
"In our experience, requesting an entitlement to margin for works omitted by the Principal is common in market-standard contracts for projects of this size."
5. Provide a recommendation (the key step)
This is the step that adds the most value and separates a good review from a great one. Don't just state the issue — tell the client what to do about it.
"Based on the above, and your lump-sum pricing model, we suggest a departure seeking a margin if the Principal removes works from your scope. If you agree, please let us know the percentage amount."
Frequently asked questions
What are the steps in a contract review?
Summarise what the clause says, identify what's missing, link it to the client's practical situation, evaluate it against market standards, and finish with a clear recommendation on what to do about each issue.
What is the most important part of a contract review?
The recommendation. Don't just flag the issue — tell the client what to do about it. That is the step that separates a good review from a great one.
How can a junior lawyer add value in a contract review?
Go beyond spotting issues: connect the legal position to the client's commercial context, benchmark it against what is market-standard, and recommend a specific course of action — for example, seeking a margin if the principal omits work from the scope.
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