Before Consulting a Lawyer on Contract Drafting or Review
Practical guidance for individuals and businesses in Nigeria and internationally
Introduction: Why Preparation Matters
Contracts define obligations, protect value, and prevent disputes. Good preparation before you meet a lawyer helps you clarify your goals, reduce legal fees, and speed up drafting or review. It also strengthens your negotiating power because you come ready with facts, documents, and a realistic view of acceptable risks.
Important: Even when doing business with a friend or family member, use a formal written contract. Clarity today protects relationships tomorrow.
Steps You Can Take Before Seeing a Lawyer
1. Define the deal clearly
- Write a short summary of what each party will do, when they will do it, and how payment will be made.
- Separate must-have terms from flexible terms. Identify your walk-away points.
- Decide your preferred dispute resolution option: negotiation, mediation, arbitration, or court.
2. Capture what has already been agreed
- Collect emails, WhatsApp messages, proposals, quotations, voice notes, term sheets, or MOUs.
- Note verbal promises in a dated file note so your lawyer can evaluate them.
3. List your risks and protections
- What could go wrong if the other side delays, underperforms, or defaults.
- What security, retention, penalties, or step-in rights you want.
- What confidentiality and non-compete limits are acceptable.
4. Consider compliance and capacity
- Check that the company or person you are dealing with can legally perform the contract.
- List any licences, permits, or regulatory approvals that may be required for performance.
Friends and family: Do not rely on verbal understandings or informal notes. Put terms in a formal contract signed by everyone. Include clear payment schedules, quality standards, deadlines, and exit routes.
5. Prepare your negotiation plan
- Identify reasonable concessions you can make and what you expect in return.
- Set a realistic timeline for signing and for each milestone after signing.
Evidence and Documents to Gather
Documents checklist
- All correspondence: emails, messages, letters, proposals, quotations.
- Any draft contract, MOU, or term sheet already exchanged.
- Corporate records where relevant: incorporation documents, shareholder or board approvals.
- Identification and contact details for the parties and authorised signatories.
- Technical scope documents: specifications, drawings, schedules, acceptance criteria.
- Financial information: pricing, payment schedule, bank details, tax considerations.
- Regulatory or third-party approvals needed for the deal.
- For friends and family transactions: proof of funds transferred, repayment plans, collateral details if any.
Common Mistakes Clients Make
- Signing the other party’s template without an independent review.
- Relying on verbal promises or informal notes, especially with friends or family.
- Leaving out performance standards, acceptance tests, or service levels.
- Vague payment triggers and weak default or late-payment remedies.
- Ignoring intellectual property ownership and licensing.
- Using a jurisdiction or dispute clause that is expensive or impractical to use.
- Starting work or releasing products before the contract is signed.
Avoid: Handshake deals in high-value transactions. If the relationship sours, you may have little leverage and poor evidence.
Common Misconceptions
- Short contracts are always safer. Clarity is safer. Brevity without detail invites disputes.
- The other party’s lawyer is neutral. Their lawyer protects their interests. You need your own.
- We are family, so a contract is not necessary. Family transactions fail too. Use a fair, clear written contract.
- Oral agreements are fine. They may be enforceable but harder to prove and often incomplete.
- Contracts cannot be changed after signing. Amendments and addenda can adjust terms if both sides agree.
Preparing for Your Consultation
What to bring
- A one-page summary of the deal.
- All drafts and correspondence.
- Your must-haves and deal-breakers.
- Questions about any unclear clause.
- Proof of authority to sign for your company if applicable.
Questions to ask your lawyer
- What are my top risks and how can we reduce them.
- Which clauses are missing or too weak.
- What default remedies and security should we include.
- What dispute route is most cost-effective for this deal.
- Any regulatory, tax, or cross-border issues to plan for.
What not to do
- Do not sign a draft labeled subject to contract or for review.
- Do not begin performance without a signed agreement.
- Do not assume electronic signatures are valid for every document. Confirm what your transaction requires.
- Do not pay large deposits without escrow, milestones, or security.
Clause and Template Checklist
Use this list to discuss with your lawyer. Not every deal needs every clause, but each item is worth considering.
Core terms
- Parties, authority to sign, and definitions.
- Scope of work or deliverables with measurable standards.
- Timeline, milestones, and acceptance criteria.
- Price, payment triggers, withholding, and set-off.
- Term, renewal, and termination for cause or convenience.
Risk and remedies
- Liability caps and exclusions for indirect loss.
- Warranties, indemnities, and insurance requirements.
- Performance security, escrow, retention, or parent guarantees.
- Change control and variation procedures.
- Force majeure and hardship adjustment.
Commercial protections
- Intellectual property ownership and licensing.
- Confidentiality and non-disclosure.
- Non-solicitation and non-compete where lawful.
- Data protection and privacy where relevant.
- Assignment and subcontracting controls.
Disputes and housekeeping
- Governing law and jurisdiction or arbitration seat.
- Escalation ladder: negotiation, mediation, arbitration or court.
- Notices and service addresses, including email where agreed.
- Entire agreement and no reliance outside the contract.
- Amendment process and counterparts or e-signature clause.
Tip: For friends or family transactions, add independent advice acknowledgements and cooling-off periods where appropriate. This helps prevent claims of pressure or misunderstanding.
Practical Insights
Use acceptance criteria. Define simple tests that confirm when work is complete. Link payments to passing those tests.
Protect cash flow. Use milestones, advance payment security, or escrow for large deposits.
Execution and signatures: Confirm the required signing formalities for your specific document. Electronic signatures work for many transactions, but some documents may require witnesses, notarisation, or wet-ink signatures. Ask your lawyer before signing.
Frequently Asked Questions
Do I still need a lawyer if the other side sent a standard template.
Yes. Templates are usually drafted in the sender’s favour. A lawyer will balance the terms and close gaps.
Can WhatsApp messages form a contract.
They can evidence agreement on key terms, but enforcement is harder and many protections are missing. Use a formal contract.
Should I sign first and fix problems later.
No. Once you sign, your leverage drops. Fix issues before execution.
What if we are family. A contract looks unfriendly.
A clear, fair contract protects both sides and the relationship. It prevents misunderstandings and sets expectations.
How long should I keep contracts.
Keep them for the life of the contract and for several years after. Your lawyer will advise on suitable retention periods for your matter.
Final Thoughts
Preparation makes contract work faster, clearer, and safer. Bring a concise summary, organised documents, and realistic negotiating positions. Insist on a formal written contract for every transaction, including those with friends or family. Your lawyer will convert your preparation into enforceable protections that fit your goals and risk tolerance.
This article is for informational purposes only and does not constitute legal advice. You should consult a qualified lawyer for advice specific to your situation.