What Does a 20-Year Litigator Check Before Signing Any Contract?

After 20 years of litigating contracts, I read every agreement the same way before I sign it, and it's not the way most people do. I'm not looking for what the deal promises when everything goes right. I'm looking for what happens when it goes wrong, because that's the only part that ends up in court. The good news is that this is a repeatable process, not a legal sixth sense. Here's the checklist I run before signing any contract, the same questions I'd want any entrepreneur to ask, so you sign from a position of knowledge instead of hope.

Are the right parties named, and can the signer bind them?

The first thing I check is whether the contract names the correct legal entities and whether whoever's signing actually has authority to bind them. Is it your LLC on the line, or you personally? Is the other side a real, identifiable legal entity I could actually pursue if they breach, or a vague trade name? A contract with the wrong party, or signed by someone without authority, can be worthless before you even reach the substance. This sounds basic, but I've seen deals collapse on it. Get the parties and the signatures right, or nothing below them matters.

Is the scope or subject defined clearly enough to enforce?

Next I read what the deal actually requires each side to do, and I ask whether a stranger could tell from the words alone. Vague obligations are where disputes are born. If the contract leans on soft phrases, "reasonable," "ongoing," "as needed", without defining them, I know exactly where the fight will be. I want specifics: what's delivered, by when, for how much, and what counts as complete. If the core of the deal is fuzzy, the rest of the document is built on sand, and I won't sign until it's pinned down.

What's my worst-case exposure?

This is the question most people never ask, and it's the one I care about most. I go straight to the limitation of liability and indemnification clauses and figure out the maximum this contract could cost me. Is my liability capped, or open-ended? Am I indemnifying the other side broadly, maybe even for their own mistakes? Are consequential damages like lost profits excluded in a way that only protects them? I'm calculating the real downside before I agree to it. If the worst case is "I could lose far more than this deal is worth," that's not a detail, that's a reason to renegotiate or walk.

Where and how would a dispute get resolved?

I read the dispute resolution clause every single time, because it decides whether I could actually enforce the contract. Which state's law applies? Court or arbitration, and where? Who pays the legal fees? A venue across the country, or a forum that favors the other side, can make a valid claim too expensive to bring. A fee-shifting clause can flip the economics in my favor or against me. This clause tells me whether my rights under the contract are real or theoretical, and a bad one is often a dealbreaker even when everything else looks fine.

How does this end, and what happens then?

Before I sign anything that begins, I want to know how it ends. I check the termination provisions: how each side can exit, what notice is required, what's owed at termination, and what happens to work, payments, and obligations after. I also look at what survives termination, like confidentiality or payment duties. A contract with no clean exit is a trap, because when the relationship sours, and some do, you're stuck arguing about your rights instead of exercising them. A clear ending is as important as a clear beginning.

What's missing, and what doesn't match reality?

Finally, I read for absence and contradiction. What important issue does this contract simply not address, payment timing, IP ownership, what happens if someone can't perform? Silence on a key point is its own risk, because a gap gets filled by default law or by a judge. Then I check whether the document matches how the deal will actually operate, because a contract that contradicts reality is easy to attack later. The last pass is always the same question: if this goes wrong, does this document protect me or expose me? I don't sign until the answer is the first one.

Bottom line

Reading a contract like a litigator isn't about suspicion, it's about clarity, knowing your downside before you commit to it. You can run this same checklist on any agreement that crosses your desk. And when you're the one supplying the contract, starting from one that's already built to pass this review saves you the fight entirely. Every agreement in the Contract Library is drafted to survive exactly these questions, with training that teaches you to ask them yourself. Defense wins championships.

Frequently asked questions

What should I check first before signing a contract?

That the correct legal entities are named and the signer has authority to bind them. A contract with the wrong party or an unauthorized signature can be unenforceable before you even reach the substance.

How do I figure out my risk in a contract?

Read the limitation of liability and indemnification clauses to find your maximum exposure. Ask whether your liability is capped, whether you're indemnifying the other side broadly, and whether damage exclusions only protect them.

Why is the termination clause so important?

Because every deal ends, and without clear termination terms the ending itself becomes a dispute. Check how each side can exit, the notice required, what's owed, and what obligations survive.

Can I run a litigator's contract review myself?

Yes. Check the parties and signatures, the clarity of the scope, your worst-case exposure, the dispute resolution forum, the termination terms, and what's missing or contradictory. The core question is simple: if this goes wrong, does this protect me or expose me?

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About the Author — Karam Nahas, The BattleTested LawyerTM. A 20-year courtroom veteran who has handled over $1 billion in deals and real litigation, Karam founded Legally BulletproofTM to give entrepreneurs the same legal defense systems big companies use — without big-law prices.

Ready to lock it down? Visit the Contract Library — every contract comes with the training and a 20-year lawyer inside your business, starting as low as $197, and it's constantly updated and customized.

Educational content, not legal advice.