Review Your Business Contract Before You Sign

A business contract review is a careful read of an agreement before anyone signs it. The lawyer flags risky terms, explains what each one means for your business, and proposes changes while they are still easy to request. KEW Legal focuses on business contract review for owners, partners, and investors in Miami-Dade and Broward County. If you are weighing a deal in Miami, this page explains what the review covers, how it works, and what to bring.

What a Business Contract Review Covers and Who Needs One

A business contract review is a read of a proposed agreement before signature. It finds the risks, explains each term in plain words, and identifies the changes worth asking for.

A review is worth doing for anyone whose signature will bind a business. That includes:

• Owners signing vendor, supplier, or service agreements.
• Partners entering or amending an operating or partnership agreement.
• Buyers and sellers of a business.
• Landlords and tenants on commercial leases.
• Employers using offer letters, employment agreements, or non-competes.

Timing matters most. Changes are easiest to ask for before you sign. After work starts or money moves, the other side often has more leverage.

Open terms are a risk too. Florida courts require a meeting of the minds on all essential terms before a contract is enforceable. Open terms are a problem to solve before signing, not a safety net.

Clauses That Cause Disputes Later and What They Mean

The clauses that cause the most later disputes cover payment, termination, liability, renewal, assignment, forum, restrictive covenants, and personal liability.

• Payment and pricing: due dates, late fees, price increases, minimum purchases, and who pays for extras.
• Termination and default: notice periods, cure periods (time to fix a problem), and what happens to deposits and unpaid balances.
• Liability and indemnity: caps on how much one side owes and which side covers third-party claims. Florida courts refuse to enforce a term as unconscionable (unfair in how it was made and what it says) only when both unfair-process and unfair-terms problems exist (Basulto v. Hialeah Automotive).
• Renewal and exit: automatic renewal and the cost of leaving. Many people miss the notice date for ending an auto-renewing deal.
• Assignment and change of control: whether selling the business or moving ownership needs the other side’s consent.
• Forum: where a case would be heard and whether arbitration comes first. Florida enforces a written arbitration agreement unless grounds exist to revoke any contract (Florida arbitration code). Venue is generally the county where the defendant resides, where the claim arose, or where the property is located, but this section does not apply to actions against nonresidents (Florida venue statute).
• Restrictive covenants: to enforce a non-compete or similar restriction, the party seeking enforcement must show a writing signed by the person bound, prove a legitimate business interest, and prove the restraint is reasonably necessary to protect it (Florida restrictive covenant law).
• Personal liability and signing authority: who is personally bound, and whether the signer has authority to bind the company.

How Each Contract Type Is Reviewed

Each contract type carries its own risk points, so the review follows the kind of deal in front of you.

• Vendor and supply agreements: delivery dates, service levels, and remedies for missed deliveries.
• Commercial leases: rent increases, operating expense pass-throughs, repair duties, use clauses, default and eviction terms, renewal options, and whether an owner must personally cover the tenant’s obligations. Florida law bars suit on a lease longer than one year unless it is in writing and signed by the party to be charged (Florida statute of frauds). Fla. Stat. § 725.01 reads: “unless the agreement or promise upon which such action shall be brought, or some note or memorandum thereof shall be in writing and signed by the party to be charged therewith or by some other person by her or him thereunto lawfully authorized.”
• Partnership and operating agreements: capital contributions, voting, deadlock, buy-sell triggers, distributions, and exit terms. A partnership agreement cannot eliminate the duty of loyalty (Florida partnership act).
• Acquisition and sale agreements: representations, indemnity escrow, earn-outs, closing conditions, and post-closing duties.
• Employment agreements: confidentiality, invention assignment, restrictive covenants, and termination terms. A handbook does not automatically form a contract. Policy statements in a manual are not enforceable contract rights unless the manual says it is a separate employment contract (Quaker Oats Co. v. Jewell).

Each review ends with an issues list ranked by risk, plain-language explanations, and proposed redline language. A redline is the marked-up wording of the change you want.

How the Review Works, Step by Step

A review moves through six steps, from a first conversation to a version ready for signature.

1. Initial consultation. We discuss the deal, the parties, and the signing date. The first consultation is free, confidential, and carries no obligation to continue.
2. Gather documents. Bring the draft, exhibits, schedules, prior versions, key emails, and any existing agreements with the same party.
3. Attorney review. The full draft is read against your goals and any earlier commitments.
4. Written issues memo. Each high-risk term gets a reason it matters and a recommended change.
5. Negotiation support. You receive redlines, talking points for the other side, and advice on which points to hold and which to trade.
6. Final check. The version you plan to sign is checked against the issues memo.

How long this takes depends on the facts, including the document’s length and how quickly the other side replies. You set the priorities for what to negotiate.

Send us a message with the draft and your signing date so we can plan the review around it.

Why Work With KEW Legal on Contract Review

KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. It focuses on business contract work for owners and investors.

The firm acts as outside general counsel for business owners and investors. Contract review fits into ongoing advice about the business, not a one-time document check.

Kristina E. Wilson is the responsible lawyer for this page. The firm’s lawyers include Kristina E. Wilson and Natalie Martinez, supported by office staff. Our team reads each draft against your business goals.

The firm focuses on business contracts, partnership and vendor disputes, commercial leases and evictions, real estate investment, employment matters for employers, and business succession. Clauses reviewed before signing are often the same clauses that decide later disputes. That is why review work and dispute work overlap.

Frequently Asked Questions About Business Contract Review

Get Your Contract Reviewed Before the Signing Date

Send your draft to KEW Legal before the signing date, while the risky terms can still change. If a vendor, landlord, partner, or buyer has handed you terms with a deadline, our office in Coral Gables or Sunny Isles Beach can review them with you. Schedule a consultation or call 305-990-2300 to start.