What do you do when you encounter a contract that feels like it was written in the 1800s and has weird clauses?

An old startup client who wishes to switch to a long term bi-monthly payment model is now demanding that I sign a contract that has a bunch of fishy terminology. They claim that it is the consultant contract from their big law firm. I asked them to please use a standard contract and provided one for them, but they are sticking to their strange contract on the basis that it is from their big law firm.

I have encountered big law firms having junior associates and interns handle their (underperforming) startup clients, so I wonder if this is also due to the incompetency of the attny they have access to.

I'm considering dropping them, but they have been persistent. On the one hand, they could be clueless. On the other hand, this could be malicious. Neither seem like good cases.

  • 3
    Contract negotiations are supposed to be negotiations. This is a demand and not a negotiation. Have you had your lawyer review their contract and explain to you what the clauses mean? Is this client worth having your lawyer review the contract? Or is it worth your time to walk?
    – David R
    Commented Jul 7, 2022 at 13:43
  • @ina: "I'm considering dropping them, but they have been persistent." So, they are ignoring your threat of leaving?
    – morsor
    Commented Jul 11, 2022 at 5:51
  • Are they willing to share which law firm this is and allow you to confirm the contract comes from them? If so, you might be able to ask the law firm why there are certain phrases in the contract. Commented Jul 13, 2022 at 16:25
  • Are you able to understand the clauses of their contract and practical implications ? Can you spot clauses that you should not accept ?
    – user4521
    Commented Aug 17, 2022 at 15:21

2 Answers 2


It's easier and cheaper for them to use their own standard contract since they don't have to pay a lawyer to review a contract from you and every other contractor they work with. Most of my own clients do this.

Your options seem to be:

  • Have a lawyer to review their contract, discuss anything that might be a concern, and work with the client to discuss any potential changes to the terms
  • Walk

As stated the options are for your lawyer to review at cost ,or refuse job. I would in that case ask for a 'review fee' payable in advance to cover legal expenses of a review of their terms, and not refundable [The Important Part], if no satisfactory terms can be mutually agreed.

Some legal firms and professional associations, would help with review at lower cost, as part of what you get when you join an association of professionals.

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