Attorney Approval Template

In plain language: Names both parties and references the underlying agreement — purchase price, property address, or contract date — that the attorney approval clause attaches to.

Common mistake: Failing to reference the specific underlying agreement by date and subject matter. If the clause is challenged, ambiguity about which transaction it governs can allow a party to argue it applies to a different version of the deal.

In plain language: Specifies the number of business days within which each party's attorney must complete their review and deliver any written response.

Common mistake: Measuring the review period in calendar days rather than business days. A 3-calendar-day period that spans a long weekend can leave counsel with fewer than 24 hours of working time, effectively nullifying the protection.

In plain language: Identifies or describes the attorney each party has retained to conduct the review, and provides notice details for delivering approvals or disapprovals.

Common mistake: Leaving the attorney designation blank at signing on the assumption it can be filled in later. If a party cannot identify retained counsel within the review period, they may inadvertently waive the protection.

In plain language: Describes what constitutes a valid approval — written notice, email confirmation, or signature on the agreement — and when silence or inaction is deemed approval.

Common mistake: Not specifying what happens if a party fails to respond. Without a deemed-approval provision, a non-responding party may later claim the review period never closed, leaving the contract in indefinite limbo.

In plain language: Sets out the form and content required for a valid notice of disapproval, and the legal effect — typically rendering the agreement null and void with deposits returned.

Common mistake: Allowing the party — rather than the attorney — to issue the notice of disapproval. This undermines the purpose of the clause and may allow a party to walk away from a deal for commercial, not legal, reasons.

In plain language: Allows the reviewing attorney to propose specific changes to the agreement rather than an outright disapproval, and sets out the process for negotiating and accepting modifications.

Common mistake: No time limit on modification negotiations. An open-ended modification process gives one party leverage to renegotiate the entire agreement under the guise of attorney review.

In plain language: Defines whether the attorney's review is limited to legal form and title matters, or extends to commercial terms such as price, warranties, and representations.

Common mistake: Omitting a scope limitation entirely, which allows a party to use the attorney approval clause as a second bite at re-trading commercial terms they already agreed to.

In plain language: Addresses whether any deposit paid on signing is held in escrow and under what conditions it is released or returned during the review period.

Common mistake: Releasing the deposit to the seller before the review period expires. If the buyer's attorney subsequently disapproves the agreement, recovering the deposit can require litigation.

In plain language: Allows a party to voluntarily waive the review period in writing, making the agreement immediately binding without waiting for the period to lapse.

Common mistake: No waiver provision at all. Without one, parties cannot accelerate closing timelines even when both sides are satisfied with the terms and want to move quickly.

In plain language: Specifies the jurisdiction whose law governs the clause and the methods by which notices of approval, disapproval, or modification must be delivered to be valid.

Common mistake: Permitting notice by regular mail without a delivery confirmation requirement. A disapproval notice sent by regular mail that is lost or delayed can leave the review period lapsed and the contract fully binding against an unwilling party.

An attorney approval clause is a contractual provision that conditions a contract's full binding effect on written approval from each party's designated attorney within a defined review period. It is commonly used in real estate purchase agreements, commercial leases, and business acquisition contracts. The clause gives both parties a structured, time-limited window to have counsel review legal form and title matters before being irrevocably bound.

Three to five business days is standard for residential real estate transactions in most US states and Canadian provinces. Commercial real estate and business acquisition agreements typically allow seven to ten business days to accommodate more complex review. The period should always be measured in business days to ensure counsel has adequate working time regardless of weekends or public holidays.

In most well-drafted attorney approval clauses, failure to deliver a notice of disapproval or modification before the deadline constitutes deemed approval, and the agreement becomes fully binding. Without a deemed-approval provision, the legal status of the contract is ambiguous — which is why this provision is essential and should never be omitted.

Not if the clause is properly scoped. A well-drafted attorney approval clause limits review to legal form, title matters, and legal sufficiency. Commercial terms — including purchase price — are negotiated independently and are not subject to modification under the clause. Parties that attempt to use the review window to reverse price negotiations risk being found in bad faith by a court.

No. A due diligence period is a broader investigation window during which a buyer examines financials, physical condition, title, and regulatory compliance before committing to proceed. An attorney approval clause is specifically and narrowly focused on the legal review of the contract itself. The two provisions can coexist in the same agreement and typically run concurrently.

No. Either party may choose not to retain an attorney, in which case their review right is simply unused or waived. The clause protects each party independently. A party that elects not to exercise attorney review should ideally execute a written waiver to prevent any later argument that the review period never formally closed on their side.

Attorney approval clauses are recognized and commonly used across the United States, but their enforceability and interpretation varies by state. New Jersey has particularly well-developed case law establishing that the right of disapproval must be exercised in good faith and cannot be used as a pretextual exit. In several states, standard form real estate contracts automatically include an attorney review period. Always confirm local practice before relying solely on a template.

A conditional offer makes a contract binding subject to a specific factual condition — financing approval, satisfactory inspection, or zoning clearance. An attorney approval clause suspends full binding effect pending legal review of the contract's form and terms, not a factual external event. Both are contingencies, but they operate on different triggers and timelines and are frequently used together in the same agreement.

Yes. When parties are signing a preliminary agreement, letter of intent, or offer form quickly — before the main contract is drafted — an attorney approval template protects both sides from inadvertently creating binding obligations before counsel has reviewed the final terms. The template can also serve as a standalone addendum when incorporating the clause into an existing form that does not already contain one.