How to write contract review notes the business can act on

You send the marked-up contract back to the deal owner with your comments in it. Two days later they email you asking whether they can sign.

That email is the expensive part. The review is finished, and the file is sitting still while somebody works out what you meant.

At five contracts a week you absorb it. At two hundred a month you have built a second queue out of files you already read.

Why the file comes back

A review note usually records what the reviewer found. The cap is limited to fees paid. There is no cure period, and termination runs one way. All true, all useful to another lawyer, and none of it tells the person holding the deal what to do on Monday morning.

The Thomson Reuters Institute's 2026 report on corporate law departments quotes a retail general counsel making the same complaint from the business side: on a risky subject, the company "never prefers just to see the legal opinion," they are "also requesting you to drive them how to make a decision."

Give every issue an ask, an owner and a fallback

Three lines per issue. That is the whole method.

The ask is the words you want in the document. "Change the cap to twelve months of fees" gives somebody something to send. "The cap is low" does not.

The owner is whoever raises it. Some items you take to counsel on the other side yourself. Some land better when the deal owner brings them up on their next call, because it is a commercial conversation and not a legal one. When nobody is named, the file waits for you.

The fallback is what you will take if they say no. This is the line that kills the second round trip. Write "if they will not go past six months, take it and tell me" and the deal owner can close the point without coming back.

Then one sentence at the top: approved to sign once items 1 and 3 are fixed, the rest are nice to have. For a lot of files that sentence is the entire deliverable.

Put the asks where somebody will read them

A comment in the margin on page 14 gets read by the next lawyer who opens the file. It does not get read by a rep checking email between calls.

Keep your reasoning in the document. Put the asks in the body of the message, numbered, in the order you care about them. "Item 2, the cure period in section 11. We need 30 days. Raise it on your Thursday call. If they offer 15, take it."

Nothing about that is dumbing it down. You did the analysis; the note is just the shipping label.

Count how many files come back with a question

Pick a month and count two things: files you sent back, and files that returned with a question about your comments instead of a signature or a response from the other side. That second number over the first is your return rate.

A couple of files is noise. A third of them means the notes are being written for you and not for the person who has to use them.

Then break it out. By reviewer, and you learn whose notes are hard to act on. By issue type, and you usually find a handful of playbook entries with no fallback written down anywhere, so the reviewer has nothing to hand over and the question comes back every time. That gap shows up in redlines too, which is why two reviewers working from the same playbook still send back different markups.

What software can take off your desk

Nobody is going to rewrite two hundred issue lists a month into plain asks by hand. That is the bottleneck, and it is a formatting and routing problem sitting on top of work you already finished.

Software will not pick your fallback. That is your call, your risk tolerance, and your relationship with the counterparty. What a first-pass tool can do is produce the issue list already in that shape, pulling the position and whatever fallback you have written into your playbook so the reviewer starts from a draft. That is what goHeather's contract review workflow is built to hand back. Run it against a handful of files you have already closed before you believe any of it.

You are not getting more people to absorb the round trips. In the ACC's 2026 survey of 1,049 chief legal officers, 35% named chronic budget and resource constraints as their top barrier to success. Capacity has to come out of the steps between finishing a file and closing it, and the note you send back is one of the cheapest ones to fix.

Try goHeather free on your next inbound contract and see what comes back on the first pass.

This is legal information, not legal advice; consult a lawyer for legal advice.