Contract Review Checklist (Legal Counsel)
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Preliminary Matters & Parties
Initial assessment of the agreement's validity and involved parties.
Contract Title/Type
Seller's Full Legal Name
Buyer's Full Legal Name
Contract Status (Draft, Negotiating, Final)
Contract Execution Date (Expected)
Brief Summary of Contract Purpose/Subject Matter
Are all parties legally represented?
Property Description & Title
Verification of the legal description and potential title issues.
Legal Description Verification
Parcel Number(s)
Title Commitment Review
Easement Verification (Review and Note)
Restrictive Covenants/HOA Review & Analysis
Type of Title Insurance
Potential Boundary Disputes - Research & Notes
Assessed Value (for Property Tax Implications)
Purchase Price & Payment Terms
Review of the purchase price, financing contingencies, and payment schedule.
Purchase Price
Earnest Money Deposit Amount
Financing Type (if applicable)
Financing Contingency Deadline
Loan Amount (if applicable)
Closing Date
Specific Payment Instructions (e.g., wire transfer details)
Contingencies
Assessment of all contingencies (financing, inspection, appraisal, etc.) and their timelines.
Financing Contingency Deadline
Description of Inspection Contingency Requirements (e.g., licensed inspector, specific areas to inspect)
Appraisal Contingency Tolerance (Amount over/under list price)
Type of Contingency (Select all that apply)
Sale of Buyer's Property Contingency Deadline
Specific details regarding environmental contingency (if applicable)
Does the contract include an 'as-is' clause related to contingencies?
Representations & Warranties
Evaluation of representations and warranties made by all parties.
Seller’s Title Representation: Review the Seller's representation regarding the title of the property and any encumbrances.
Property Condition Representation: Assess the representation regarding the condition of the property and any known defects.
Compliance with Laws Representation: Verify the representation concerning compliance with applicable laws, regulations, and zoning ordinances.
Number of Known Defects: Document the number of known defects disclosed by the Seller.
Environmental Hazards Disclosure: Review the disclosure related to potential environmental hazards (e.g., asbestos, lead paint).
Buyer's Due Diligence Acknowledgement: Note any specific disclaimers related to the Buyer’s due diligence process.
Supporting Documentation: Upload any relevant supporting documents related to representations and warranties (e.g., inspection reports, disclosures).
Closing & Possession
Examination of closing dates, possession agreements, and related provisions.
Proposed Closing Date
Specific Possession Details (e.g., date, condition)
Security Deposit Amount (if applicable)
Method of Transfer of Funds
Description of any Special Closing Instructions
Date Possession to be Granted
Is Early Possession Permitted?
Notes regarding Property Condition at Closing
Risk Allocation & Liability
Analysis of provisions addressing risk allocation, indemnification, and liability.
Indemnification Clauses: Review scope, limitations, and potential impact on client. Document specific concerns.
Indemnification Cap: Verify the indemnification cap is reasonable and protects client's interests.
Liability Limitation: Is there a limitation of liability clause? If so, is it enforceable and reasonable?
Review Environmental Liability: Identify and assess potential environmental liabilities associated with the property.
Potential Liability Areas: Identify specific areas where client could face liability (e.g., personal injury, property damage, breach of contract).
Additional Liability Considerations: Note any other specific liability considerations relevant to the transaction or property.
Default & Remedies
Review of default provisions and remedies available to each party.
Describe the defined 'Event of Default' as outlined in the contract.
Summarize the remedies available to the Seller in the event of Buyer Default.
Summarize the remedies available to the Buyer in the event of Seller Default.
What is the 'Cure Period' granted to the defaulting party (in days)?
Does the contract specify a method for accelerating the loan in case of default?
Is there a liquidated damages clause related to default?
Note any limitations on remedies (e.g., specific performance restrictions).
Date Default Notice Must be Delivered
Governing Law & Dispute Resolution
Assessment of governing law and methods for resolving disputes.
Governing Law Clause Present?
If Yes, State Governing Law:
Dispute Resolution Method Specified?
If Yes, Describe Dispute Resolution Method (e.g., Mediation, Arbitration, Litigation):
Arbitration Clause?
If Arbitration, Specify Arbitration Rules (e.g., AAA, JAMS):
Choice of Forum Clause?
If Choice of Forum, Specify Forum:
Miscellaneous Provisions
Review of any other miscellaneous clauses, including notices, assignment, and entire agreement.
Entire Agreement Clause Review
Assignment Clause Review - Potential Impacts & Restrictions
Governing Law Selection
Notice Requirements - Adequacy & Clarity
Effective Date Verification
Severability Clause Assessment
Comments/Additional Considerations
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