Corporate, Commercial Law and Dispute Resolution · Contracts, Commercial Law and Transactions
Review of documents of any complexity. All types of contracts. Available online.
Contract Analysis
Contract analysis is a review of a draft document by a competent specialist, normally a lawyer, before signature in order to identify possible problem areas, examine the balance of rights and obligations between the parties, check compliance with legal requirements and assess other matters that may affect implementation of the agreed terms.
A lawyer's contract analysis, or legal review, is preliminary work before a contract is concluded, intended to exclude or minimise risks for the client in relations with the counterparty.
Protect the client's position during a business transaction; obtain advice on structuring relations with a counterparty; understand the proposed course of action; analyse contractual terms before signature.
Protect the client's interests when signing a contract.
Contract Review Process
Preparation: agree the result intended to be achieved through the contract and identify the terms already agreed between the client and the counterparty.
Review: check the overall structure of the contract and the presence of essential terms, assess the terms and their effect on the parties, identify terms that may disadvantage the client, and prepare conclusions and recommendations on disputed provisions.
Delivery of the result: provide the conclusions and recommendations concerning the contractual terms and, where requested by the client, amend the contract.
What Is Required for a Lawyer to Review a Contract?
The starting point is the text of the contract that needs to be proofread and analysed.
Who Can Analyse and Review a Contract?
Ukrainian law does not regulate a specific contract-analysis procedure or prescribe a qualification level for performing such a review, so any lawyer may carry it out.
It recommends, however, using a specialist with experience in contract law who has analysed and prepared a large number of different contracts.
Experience of court practice in contractual disputes is also identified as useful.
This may help identify even minor points that could later lead to significant problems.
What Should Be Considered When Analysing a Contract?
There is no universal list of questions applicable to every type of contract.
The source nevertheless identifies several points that should be reviewed.
Check that all mandatory terms required by law for the relevant type of contract are present; compare the rights and obligations of the parties; examine performance terms, including when goods must be delivered or services performed, how performance is recorded, when and in what amount payment is made and when the obligation is treated as performed; examine liability, including who bears liability, in what amount and in what circumstances.
Review communication methods during performance of the contract, especially notice requirements for amendments; review force-majeure circumstances and their effect on performance, including how force majeure must be notified and evidenced.
A properly drafted document governing rights and obligations, together with legal analysis of that document, is presented as a means of improving certainty over future performance by the parties.
When Is Contract Review Particularly Relevant?
Legal analysis and proofreading are particularly relevant for high-value transactions; transactions involving disposal or acquisition of real estate or expensive movable property; transactions involving long-term cooperation; complex mixed contracts; and cases where the counterparty supplies the proposed agreement text.
A systematic analysis before a contract is concluded is recommended.
Without such analysis, unforeseen consequences may arise after signature.
Contract analysis should therefore be carried out before the transaction is concluded and the document is signed.
Experience in drafting procedures enables review of documents of varying complexity and assessment of their consequences.
Contracts Most Frequently Submitted for Review
service agreement; investment agreement; sale and purchase agreement; goods supply agreement.
works or contractor agreement; lease of real estate or movable property; agreement for assignment of intellectual-property rights; licence agreement.
employment agreement or contract; non-disclosure agreement (NDA); non-compete agreement; marriage contract or agreement.
agreement determining a child's place of residence; child-maintenance agreement; agency agreement; joint-activity agreement.
exchange agreement; mandate agreement; commission agreement; assignment of claims.
freight-forwarding agreement; foreign-economic-activity contract; repayable financial-assistance agreement; collective agreement.
mixed contract; gift agreement; adhesion contract; loan agreement.
General analysis includes checking the structure of the contract and the presence of essential terms.
The terms and their effect on the parties are assessed, including identification of terms that may disadvantage the client.
Drafting and legal analysis of a contract.
Preparation of conclusions and recommendations for resolving disputed provisions.
