I have a contract which was freely provided online by a lawyer familiar with a rather specialized field of law that I like, but there was one important circumstance that I wish it spelled out clearly. I expanded the existing contract to include a final section covering the bit I felt was important to include in the contract.

I feel I did a decent job, for a layman, but I struggled at times to properly express in a legally robust manner my intent. It's likely good enough for a contract signed between two laymen; I suspect if the courts upheld any of the contract, they would be willing to uphold the clear intent of the section even if it's not perfectly worded.

I'm unwilling to pay the legal fees to get a lawyer to write this section. However, there is a large enough community of folks who would care about helping to create a strong contract that I likely could find a lawyer with some experience in contract law who would be willing to give advice for free. The question is whether they could do so without placing themselves at legal risk.

I understand that the concept of caveat emptor applies to such free advice, and I have no expectation that advice provided is perfect or that the advice will prove to be legally binding.

Is there any way I can indemnify someone who has contract law experience and who offers suggestions for improving a contract, promising not to hold them legally responsible for any advice they provide in improving what I wrote?

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    Are you asking about using someone with contract law knowledge who is not actually an attorney? Nov 17, 2020 at 22:37
  • The problem here isn't just legal vulnerability. It's that you're expecting someone to do a significant amount of highly trained work for free. If a friend is just claiming the former, it's because they don't want to hurt your feelings. Hire someone or, if you genuinely think it's trivial to learn and do, learn and to it yourself. Nov 17, 2020 at 22:48
  • What jurisdiction is this in? Rules on such things vary. Nov 18, 2020 at 15:33
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    Note - It isn't easy to sign something that waives an attorney's professional liability. - part of ABA model rule 1.8 "(h) A lawyer shall not: (1) make an agreement prospectively limiting the lawyer's liability to a client for malpractice unless the client is independently represented in making the agreement;" Dec 14, 2020 at 5:53

1 Answer 1



If the person who reviews the contract is in fact a lawyer, and does the review in his or her capacity as a lawyer so that there is in fact an attorney-client relationship, the lawyer would be subject to malpractice liability if the review failed to meet the required standard of care. This generally means that the lawyer made errors that no reasonably careful attorney would make. It would also require proof of loss caused directly by the negligent legal advice. See the Wikipedia article on Legal Malpractice.

If the person reviewing the contract is not a lawyer, or there is clearly no attorney-client relationship, there is probably no liability (although there might be a case for unlicensed practice of law, depending on the jurisdiction). A lawyer might be able to use a written disclaimer to indicate that there is not an attorney-client relationship, but I am not at all sure of that.

I am not addressing the issue of why a lawyer would be willing to provide such advice for free, nor the ethics of asking for such free advice, as mentioned in the comment by @Studoku above. If a lawyer is willing to give such free advice, that is his or her decision.

This answer assumes US law, since no jurisdiction is stated in the question or comments. Details may depend on the specific state. Laws elsewhere will likely be roughly similar, but may not be. This answer is not to be construed as legal advice, but merely as a general opinion on the state of the law, for educational purposes.

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