Commercial contract review is the work of making sure an agreement says what the business actually agreed, allocates risk deliberately, and can be enforced if the relationship fails. The Law Office of Tracy A. Wong, P.A. drafts, reviews, and negotiates commercial agreements for businesses in Coral Gables, Miami, and abroad, with particular attention to contracts that cross borders.
Why Contract Review Matters
Most contract disputes do not start with bad faith. They start when two parties read the same clause honestly and reach different meanings, usually months after signing, when money is at stake. The clauses that decide those disputes are rarely the ones negotiated hardest. Price and scope get close attention, while the limitation of liability, indemnities, termination rights, and governing law are often accepted as boilerplate.
A careful review at the drafting stage costs a fraction of a single dispute. It also gives the business a clear view of its maximum exposure under each agreement, which matters to owners, lenders, and insurers alike.
Agreements the Firm Handles
- Drafting and reviewing commercial contracts of all kinds
- Supplier and distribution agreements
- Service and consulting agreements
- Employment and independent contractor agreements
- Multi-jurisdictional contract negotiation
What a Review Looks At
Every review starts with the deal itself: what each side is meant to deliver, when, and for what. The agreement is then read against that deal, clause by clause, with a focus on the provisions that allocate real risk.
- The limitation of liability, and whether it applies to the indemnities
- Indemnities, including which losses are covered and who controls a defense
- Price adjustment, renewal, and termination mechanics
- Force majeure and what it excuses, suspends, or ends
- Key definitions, which often carry more commercial weight than they appear to
- Governing law, forum, and the dispute resolution mechanism
- How the master agreement, schedules, and order forms interact
The review produces plain-English comments on what each provision means for the business, what is unusual, and what to ask for in negotiation. Where the firm drafts the agreement, the same discipline is applied from the start.
Three Questions Before You Sign
Three questions are worth answering before any significant agreement is signed. First, what is the most the business could owe under this contract if things go wrong, and is that figure acceptable? Second, which country’s law applies, and where would a dispute be heard? Third, how does the business leave the relationship if it stops working, and at what cost? If those answers are not clear from the document itself, the contract is not ready. A review is designed to make each of them clear, in writing, before the business is committed, and to flag any term that a lender, insurer, or future buyer is likely to question.
Contracts That Cross Borders
When the parties are in different countries, the choice of governing law and forum decides which legal system interprets the contract and where any dispute is heard. Those choices affect cost, speed, enforceability, and how liability caps are treated. For international agreements, the firm helps the business choose deliberately between courts and arbitration and, where foreign law governs, coordinates qualified local counsel. Tracy A. Wong is admitted to practice law in Florida.
Working With the Firm
Contract work can be handled one agreement at a time, or as part of a fractional general counsel engagement. For businesses that sign agreements regularly, a standard set of templates and a clear negotiation playbook usually saves more than reviewing each contract from scratch. The firm can build that framework so sales and operations teams know which terms are standard, which can move, and which need legal review before signing.
Which contract clauses matter most?
The clauses that decide most disputes are the limitation of liability, the indemnities, termination rights, governing law, and the dispute resolution clause. They are often treated as boilerplate at signing, which is why they deserve the closest review.
Is a contract review worth the cost for a small business?
A single contract dispute typically costs far more than a drafting-stage review, in legal fees, management time, and damage to the relationship. Review is most valuable for large, long-term, or cross-border agreements.
Can the firm review contracts governed by foreign law?
The firm reviews the commercial terms and risk allocation of international agreements. Ms. Wong is admitted to practice in Florida, so where foreign law governs, the firm coordinates qualified local counsel on questions of that law.