17 October 2026

What to check before you sign a commercial contract

Most contract disputes begin with a clause nobody read closely. A short, deliberate review before signing costs far less than the argument that follows.

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Most contract problems do not start with a breach. They start with a clause nobody read closely because the deal already felt settled. A short, deliberate read before signing costs little compared with the argument that follows when the relationship goes wrong.

Who is actually bound

Check that the party named in the contract is the one that will perform and pay. Group companies, trading names and individuals signing for a business are common sources of confusion. If a parent company or a founder is expected to stand behind the deal, the contract should say so in plain words.

What each side must deliver, and by when

Phrases such as "reasonable efforts" or "timely delivery" leave room for two honest people to disagree. Where it matters, write down what is delivered, to what standard, by which date, and what counts as acceptance.

How the deal can end

Read the termination clause before anything that sounds more technical. Who may end the contract, on what notice, and what happens afterwards to unfinished work, payments already made and confidential information? A contract that is easy to enter and unclear to leave is the one that tends to end up in dispute.

What happens when something goes wrong

Read the clauses on liability, remedies and dispute resolution together. Is there a limit on what one side can claim? Which courts, or which arbitration rules, apply, and where? These answers shape the cost of a disagreement long before one starts.

A short checklist

  • The names and capacities of every signatory match the parties to the deal.
  • Obligations, deadlines and acceptance are specific.
  • Termination rights and notice periods are clear for both sides.
  • Limits on liability and the way disputes are resolved are understood and accepted.
  • Anything agreed verbally also appears in writing.

A contract is written for the day things go badly, not the day it is signed. If a clause is unclear, ask for it to be changed while both sides are still on good terms.

This article offers general information only. It is not legal advice, and the right answer depends on the facts of each case.

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