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Contract Review

Why contract review becomes slow

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Contracts pile up in the legal team's inbox and sit for days. The business unit sees a bottleneck "stuck in legal," while the legal team is working flat out on what is already in front of it. Telling legal to "just read faster" rarely helps, because the real cause of delay usually has nothing to do with reading speed.

The real cause: missing information and back-and-forth judgment calls

Reviewing a contract looks like reading it and adding comments, but a great deal of judgment happens around that reading. Is the company the client or the vendor here? What is the deal size? Which clauses does the business unit actually care about? Without that context, legal has to go back to the business unit before reading, and then keep asking itself whether a comment is really worth pushing, and whose call a given risk should be. That back-and-forth, not the reading itself, is where the time goes, and every round trip stalls the file while the next one queues up behind it.

Match review depth to the size of the deal

A small NDA and a multi-million-dollar development contract deserve very different amounts of attention, yet requests often arrive through the same intake and queue up the same way. Sorting contracts by type and risk, such as deal size, liability cap and IP ownership, before deciding how deep to go prevents low-stakes contracts from crowding out the ones that actually matter. The sorting rule does not need to be elaborate; deal size plus the presence of a genuinely sensitive issue is usually enough for a first pass.

Fix the intake, not just the reviewer

A simple, high-impact improvement is a proper intake form. At minimum, the company's role, contract type, deal size, desired turnaround and the business unit's specific concerns should be captured before the contract reaches legal. Without that, legal starts every file from a cold read, and outside counsel, if involved, ends up routing clarifying questions back through the business unit, adding a round trip rather than removing one.

What to expect from outside counsel

Outsourcing that returns only redlines still leaves in-house legal to re-read the file, translate it for the business unit, and decide what to escalate. What actually helps is outside counsel who understands the company's risk tolerance well enough to say, for example, that a clause is technically worth fixing but acceptable given the deal size, or that a given liability cap is heavier than standard and should go to internal approval. Output at that level of specificity is what frees in-house legal from redoing the review.

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