Legal Document Review Checklist

Identify the instrument — purchase agreement, NDA, lease, motion, complaint, settlement agreement, employment agreement — and the matter it belongs to. Pull the engagement letter scope to confirm this review is within the agreed work.

Verify the legal name, entity type, and state of formation for every named party against the secretary of state record. For corporate signatories, confirm the signer holds title authorizing the act (officer certificate or resolution) — a common defect that surfaces at closing.

If new parties, related entities, or witnesses appear in the draft that weren't in the original conflicts run, search them in the PMS conflicts database. Rule 1.7 / 1.9 hits on a counterparty discovered late in drafting are a known gotcha.

Review the hit with the responsible attorney and managing partner. Decide: decline further work on the document, proceed with informed written waiver under Rule 1.7(b), or implement an ethical screen. Document the disposition in the matter file.

Cross-check every defined party name, effective date, and recital fact against source documents — formation certificate, prior agreements, term sheet, LOI. Misspelled entity names and wrong effective dates are the most common scrivener errors caught at signature.

Walk every internal section reference ("Section 4.2(b)") and every defined term to confirm the target exists and reads as intended. Use Word's cross-reference tool or a contract-review add-in (Litera, DraftWise) — manual checking misses about one in five.

For pleadings and briefs, Shepardize or KeyCite every cited case to confirm it remains good law. For transactional docs, verify statutory cites (UCC sections, IRC sections, state code) against the current version. Reversed authority cited in a brief is a competence issue under Rule 1.1.

Reconcile purchase price, working-capital adjustment, escrow amount, indemnity caps, and earnout figures against the term sheet and accounting schedule. Numbers in the body should match numbers in the schedules and signature pages.

Read covenants, conditions, and indemnity language for vague triggers ("reasonable efforts" vs. "commercially reasonable efforts" vs. "best efforts" each have distinct case-law meaning). Flag passive voice that obscures who must do what.

Confirm each defined term is used in capitalized form everywhere it appears, and that synonyms haven't crept in ("Company" vs. "Seller" vs. "Acquiror"). Run a defined-terms report from Litera or Contract Companion.

If the client will sign without further counsel — common for NDAs, employment agreements, residential real estate — verify the operative obligations are intelligible to a non-lawyer. Add a plain-language cover memo if the document is dense.

For court filings, conform to the local rules — page limits, font (often 14-point Times for federal, varies by state), line spacing, margin width, caption format. For transactional docs, use the firm's house style. Non-conforming filings get rejected by the clerk.

Update the table of contents, table of authorities, and footer pagination after final edits. Section numbers often drift after redlines — always regenerate, never trust the prior pass.

Every exhibit referenced in the body must exist as an attachment with matching label (Exhibit A, Schedule 2.3(b)). Bates-number litigation exhibits. Missing exhibits at signature is the single most common closing snag.

Mark uncapped indemnities, broad reps and warranties, one-way fee shifting, narrow notice-and-cure windows, and unfavorable forum-selection clauses. Recommend specific redline language with a brief rationale the partner can take to the client.

For high-risk dispositions, schedule a 15-minute partner review before sending markup to opposing counsel or the client. Document the partner's go/no-go in the matter file.

Strip internal comments, tracked changes, hidden text, and metadata before any external send. Use a metadata scrubber (Metadact, Workshare Protect). Inadvertent disclosure of privileged comments in track-changes is a recurring Rule 1.6 incident.

Verify each signature block matches the legal name and title in the recitals. For deeds, affidavits, and powers of attorney, confirm whether the jurisdiction requires notarization, witnesses, or both — Florida requires two witnesses on deeds; many states accept remote online notarization (RON), others don't.

Send via DocuSign, Adobe Sign, or Clio e-sign for documents that accept electronic signature under E-SIGN / UETA. Wills, codicils, and some real estate instruments still require wet ink in many states — check the jurisdiction before defaulting to e-sign.

Save the executed PDF to the DMS (NetDocuments, iManage, Clio Documents) under the matter folder with a clear naming convention. Calendar any post-execution deadlines (recording, filing, bring-down certificates) and tag the file under the firm's retention schedule.