How we read a contract on day one

The first action is a quick triage of the contract type and the named counterparties. The contract type tells the firm which structured read applies — service, consulting, contractor, NDA, vendor, or commercial supply. The counterparty list runs through the conflicts database before the file is opened.

If a conflict appears, the matter is referred out the same day. The firm does not hold a file open while a conflict question is unresolved.

Once the engagement is countersigned, the contract gets six structured reads — scope, payment, termination, ownership, liability, and leverage. Each read is anchored to specific clauses in the document; none is a vibe check. The same six reads run on every commercial contract regardless of length.

The point of the structured read is consistency, not formality. A consulting agreement and a vendor master agreement go through the same six lines. The output differs because the underlying terms differ — the framework does not.

Comments are added to the working copy at the page and section level, not in a separate spreadsheet. The intent is that the document the client receives can be forwarded to the other side or to internal finance and ops leads without a translation step.

Comments are categorised as material, significant, or noted. Material comments are clauses that should not be signed as written. Significant comments are positions worth negotiating but not deal-breakers. Noted comments are observations the client should be aware of without acting on.

The memo is the deliverable that gets read first. It opens with a one-paragraph summary of the contract's overall posture — favourable, balanced, one-sided, or aggressive — and then walks through the material and significant items in negotiation order.

Each item in the memo carries the reasoning behind the recommended change. A clause is not flagged because it is unusual; it is flagged because the consequence of leaving it as drafted has been thought through and is documented.

The call is the close of the engagement, not a separate stage. Its purpose is to talk through the negotiation order, the practical questions the memo cannot answer in writing, and the route forward — including whether a re-draft is in scope or whether the engagement closes there.

Calls run thirty minutes by default. If a matter requires longer, a separate scoped engagement is set up rather than billing additional time without notice.