WHY THIS, NOT THAT™ CONTRACTS | Reviewing Contracts


Consider reviewing contracts using Sterling Miller’s three pass review method.


Reviewing once and immediately redlining.


Like most work for in-house counsel, devil is in the details. Take time to do it correctly. Everyone will be glad you did, especially you.

First Pass: high-level scan of document.

Don’t read too carefully – just get a good sense for how contract is structured and where all “stuff” is located.

Second Pass: go through contract more carefully.

Start with defined terms & read carefully once through then make your careful second pass through the contract. When a defined term uses another defined term, stop at that place in sentence & flip to other defined term. If necessary, use some scratch paper to diagram relationships among defined terms and take notes.

Third Pass: Skim back through defined terms now and see if your understanding of any of them has changed.

Find the term and termination provisions and make sure they make sense & fit your deal. Next, focus on the payment provisions (same drill) then make a pass through the balance of the provisions in whatever order makes sense to you.

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