What a flat-fee contract review actually covers in Toronto (and what it doesn’t)

By Jonathan Kleiman, Barrister & Solicitor · Published September 2026

Kleiman Law’s flat-fee contract review helps you decide whether to sign a business agreement, ask for changes or walk away. I review the documents you send. I explain the risks and recommend what to do next. You know the fee before I start.

The point is to understand what the agreement could cost your business. That includes the price on page one, but also the payment obligations, exit costs and liability buried further down. My flat-fee contract review for Toronto businesses starts with the agreement and what you need it to do.

What a flat-fee contract review covers

I review commercial contracts for Toronto and GTA business owners and founders. The documents commonly include:

• Customer and vendor terms: service agreements, consulting agreements, master service agreements, supply contracts and related schedules.
• NDAs and confidentiality agreements: what information is protected, who can use it and what obligations continue afterward.
• Independent contractor and employment agreements: business hiring arrangements, including payment, duties, ownership of work and termination, where the file fits my practice.
• Commercial lease documents: leases, renewals, amendments and assignment terms, where the agreed scope includes that work.

Send the whole agreement. A two-page order form can incorporate lengthy online terms. A lease amendment may make little sense without the original lease. If another document controls part of the deal, I need to know about it before quoting the review.

The terms that affect your money and options

I look at what each side must deliver, when payment is due and what happens if the work changes. I check how the agreement renews, how you can end it and what you still owe afterward.

Liability limits, indemnities and personal guarantees also matter. An indemnity may require your business to cover specified losses or claims. A personal guarantee may put you on the hook personally. Those clauses need to be understood alongside the contract’s price.

For example, suppose a $2,000-a-month vendor agreement runs for three years. That is $72,000 before tax or extras. A review asks whether you can cancel, what cancellation costs and whether the vendor can increase the price.

I also check ownership of work, confidentiality, transfer rights and where disputes would be dealt with, as relevant to the agreement.

What it does not cover

A review cannot make an unworkable deal worth signing. If the price leaves no margin, the deadlines are impossible or the other side refuses essential changes, better wording may not solve the problem. My recommendation may be to decline the deal.

The flat fee covers the work described in the quote. It does not automatically include drafting an entirely new agreement, reviewing every related transaction document or giving ongoing advice after signing.

It also does not include an endless negotiation campaign. If you want me to contact the other side, handle their lawyer’s response or review further versions, we agree on that work and its fee separately. The quote should make clear whether any follow-up revisions are included.

I do not take Landlord and Tenant Board matters or new Superior Court files. Commercial lease contract review is different from handling an LTB case. My court practice is in Small Claims. A request for contract review does not expand those limits.

A legal review also does not verify the other party’s finances, inspect the premises or confirm that your insurance covers every contractual promise. If the agreement raises those questions, I flag the need for the appropriate advice or checks.

What you get back

The agreed deliverable is a markup with proposed changes, a written issues list, or both, with the risks explained in plain English. A markup, often called a redline, shows the wording I recommend adding, removing or changing.

The explanation should tell you why a change matters. “Change the termination clause” is not enough. You need to understand whether the current wording could leave you paying for months after the service stops being useful.

I distinguish between changes worth requesting and risks you would still be accepting if the wording stays. You also get a recommended next step. That might be to send the proposed edits, ask for a missing schedule, resolve a business term or reconsider signing.

The other side does not have to accept the changes. If they send a revised draft, do not assume it contains only the edits you requested. Checking that version is a separate task unless it is included in the agreed scope.

How pricing works

I quote a flat fee for the defined contract review before work begins. The fee depends on the documents and the work required. Length matters, but so do complexity, related schedules and the issues you need answered. A short personal guarantee can require serious attention.

There is no single published dollar price for every contract review on this site. I need to see what you are asking me to review before giving you a useful quote.

The initial 30-minute consultation is free. The contract review is paid work. The consultation is where we discuss the agreement, your concerns and whether the matter fits my practice. It is not a full review of the document.

For a quote, send the PDF or Word draft and all schedules. Include the parties’ names, your role in the deal, the signing deadline and your main questions. Tell me if you have already signed, paid a deposit or started work.

We agree on scope, deliverables, fee and timing before the review starts. If the job changes, additional work needs its own agreed scope and price. A new agreement or several rounds of negotiation should not be treated as automatically included.

Contact me while there is still time to consider changes. If you need an answer tomorrow, say so at the start. An urgent deadline needs to be checked against availability.

When to stop reviewing and escalate

If a customer has stopped paying, a supplier has failed to deliver or someone is threatening a claim, say that first. Reading the contract may still be necessary, but the job has changed. You need advice about an existing dispute.

A demand letter may be an appropriate next step when you are seeking payment or performance. Other files need a response to a demand, settlement discussions or Small Claims work. Those services are scoped separately from a pre-signing review.

Send the signed agreement, relevant emails, invoices and any demand or court papers. Include every deadline you have been given. Do not assume that asking for a review pauses a deadline or means I have agreed to act in the dispute.

If the agreement is still unsigned and the relationship is working, start with review. If the problem is already unpaid money, non-performance or threatened proceedings, use the dispute option below so we can assess the right work from the outset.

Already dealing with unpaid money, non-performance or a demand? Ask me about dispute or demand-letter work so I can assess the right next step.