Contract Review
Attorney
Have your contract reviewed personally by an admitted South African attorney — track-changes redlines plus a 1-page risk memo, signed off by Martin Kotze. No junior hand-off, no rubber-stamp.
Written by
Martin Kotze
Attorney, Conveyancer & Notary Public
A contract review by an admitted attorney is the substantive risk assessment of a draft agreement before you sign — not a spell-check, and not just confirmation that the document “looks right”. In South Africa, a proper review reads the contract under the applicable statutes (the Companies Act 71 of 2008, the Consumer Protection Act, POPIA, ECTA) and the relevant common-law rules of interpretation, identifies clauses that materially shift risk against you, proposes track-changes amendments, and gives you a 1-page risk memo you can share with stakeholders. MJ Kotze Inc offers 24-hour fast-track review (from R2,000 per document) and standard 3–5 business day turnaround, both signed off personally by Martin Kotze — 12+ years’ experience, no junior hand-off, no rubber-stamp. Complex matters include a 30-minute follow-up call to walk through the redlines.
When you need a contract review
Not every contract needs an attorney. A R500 month-to-month subscription doesn’t. The contracts below routinely contain clauses with long-tail consequences that you only feel when something goes wrong — by which point the contract decides the outcome, not the attorney you wish you’d called.
Employment + restraint of trade
Restraints of trade are enforceable in South Africa (Magna Alloys v Ellis 1984 AD), but only if reasonable in scope, duration, and geographic reach. A poorly-drafted restraint can still tie you up in costly litigation even when ultimately unenforceable.
Sale of business
Share sale vs asset sale has material tax (CGT, VAT going-concern), liability, and section 197 LRA employee-transfer consequences. The choice should be made before negotiating, not after.
Commercial lease
Five- and ten-year leases lock in escalation clauses, repair obligations, reinstatement, and exit terms. The Commercial Rental Tribunal cannot help with long-term obligations — the contract is what counts.
Suretyship for a company facility
Personal suretyships are routinely enforced in SA. The doctrine of Naidoo v Birchwood imposes a duty to disclose material facts at signing; specific limits, indemnity caps, and release triggers matter.
NDA before sharing IP
A weak NDA gives a false sense of security. Definition of 'confidential information', duration, return-of-materials clauses, and the remedies clause (interdict + damages) are where most NDAs fail.
SaaS / software subscription
Foreign-drafted SaaS T&Cs often purport to apply Delaware or English law, but SA mandatory rules (CPA, POPIA, ECTA) still apply to South African users. Cross-border data flows and indemnities need attention.
Shareholders agreement / loan
SA shareholders' agreements must align with the Companies Act 71 of 2008 and the company's MOI. Deadlock, exit, drag-along, tag-along, and pre-emption clauses determine whether the partnership survives a fall-out.
Franchise agreement
Franchise agreements are subject to specific CPA s 7 protections (disclosure document, 10-day cooling-off). Royalty calculations, territory exclusivity, and termination triggers are commonly weighted against the franchisee.
Property sale agreement
OTPs must comply with section 2(1) of the Alienation of Land Act 68 of 1981 (in writing, signed by both parties). Suspensive conditions, voetstoots, occupational rent, and CPA application to developer sales all warrant review.
Construction / JBCC / NEC
Construction contracts run on industry-standard forms (JBCC, GCC, NEC) with extensive amendments. Variations, prolongation costs, retention, and dispute resolution clauses materially shift risk.
What’s in a proper contract review
Every review follows the same five steps. The depth of each step scales with the contract — a 3-page NDA spends most of its time in steps 1 and 4; a 40-page sale-of-business spends most of its time in steps 2 and 3.
- 1
Triage
Confirm contract type, scope, urgency, governing law, and any deadline. Quote the fixed fee in writing before work starts.
- 2
Risk identification
Read the contract systematically — identify clauses that materially shift risk (indemnities, limitations of liability, restraints, ipso facto, jurisdiction).
- 3
Drafting fixes
Mark up the contract as track changes — proposed amendments with short inline comments explaining the reasoning.
- 4
Risk memo
A 1–2 page summary you can share with your finance / commercial / legal stakeholders, ranking issues by severity and effort to negotiate.
- 5
Follow-up call
A 30-minute call to walk through the redlines and risk memo, included for complex agreements. Phone, video, or in person.
Risks of signing without review
Unreasonable restraint of trade
SA courts apply the Magna Alloys v Ellis reasonableness test. A wildly unreasonable restraint will probably fail, but a borderline one will still cost you a year and six figures to litigate. Tightening scope, duration, and territory at review time is cheap insurance.
Unlimited suretyship
Personal suretyships are routinely enforced. Without a financial cap, a release-on-resignation clause, and proper disclosure of underlying terms (see Naidoo v Birchwood Hotel), you stand behind every facility the company ever takes — long after you’ve left.
Voetstoots in consumer transactions
The classic voetstoots clause does not protect a supplier against the implied warranties of quality under section 55 of the Consumer Protection Act, nor against fraudulent non-disclosure. A contract that relies on voetstoots in a B2C setting is unenforceable for the most important risks.
Foreign governing law
SaaS T&Cs often elect Delaware or English law and an offshore arbitration seat. For SA-located transactions, SA mandatory rules (POPIA, CPA, ECTA, Companies Act) still apply, and a foreign-law clause is not a magic shield — but it makes enforcement against the supplier expensive and slow. Where possible, anchor governing law and jurisdiction in SA.
Contracts we review
Why a real attorney, not just an AI tool
AI tools — ChatGPT, Claude, Perplexity — are useful first-pass readers. They can spot obvious gaps and unfamiliar terms. But they cannot give legal advice, cannot reliably apply South African case law, cannot sign off on enforceability, and routinely hallucinate citations and statutory references in ways that are easy to miss if you don’t already know the law.
South African courts have begun referring attorneys to the Legal Practice Council for filing pleadings with AI-fabricated citations (Mavundla and Northbound, 2025). We use AI internally as a first-pass tool, but every review is read end-to-end by Martin Kotze and signed off personally. The names on the marked-up document and the risk memo are not generated — they’re an admitted attorney’s signed opinion, on which you can act and against which professional indemnity applies.
Use AI to skim. Use an attorney to sign.
Turnaround & pricing
24-hour fast-track
R2,000 – R9,500
per document
Scoped per document. 24 working hours from payment. Personally reviewed, signed off by Martin Kotze. Track-changes + 1-page memo.
See the per-document price listStandard turnaround
3–5 business days
quote on receipt
Same scope and output as fast-track, lower fixed fee. Best for documents that aren't time-critical or that need iterative redrafting between parties.
See the cross-service fee guideEnterprise / multi-doc
Quote on request
volume discount
For a batch of contracts, an annual retainer, or a complex multi-party transaction. We propose a fixed fee or a not-to-exceed budget after a scoping call.
Email for a quoteAll fees quoted exclusive of 15% VAT.
Frequently asked questions
Can you review a contract drafted by another firm?
Yes. The vast majority of contracts we review were drafted by someone else — the counterparty, an in-house template, an offshore SaaS vendor, or another attorney. Reviewing externally-drafted contracts is the core of this service.
What languages?
English and Afrikaans. We routinely review contracts in either language, and we can produce a marked-up version in the language of the original.
Can you negotiate on my behalf after the review?
Yes, on quote. The review service produces redlines and a memo you can send. If you want us to take the negotiation forward — corresponding with the counterparty, attending calls, working through revisions — we quote that separately at our normal hourly rate or on a fixed-fee basis for the negotiation phase.
Do you sign an NDA before reviewing?
An attorney's duty of confidentiality applies the moment you instruct us, with or without an NDA. That said, if your contract is under a specific confidentiality regime and you need an NDA on file, we will sign your standard NDA without amendment, or use ours. No charge for the NDA itself.
How is complexity determined for pricing?
Length, contract type, and substantive complexity. A 3-page NDA is at the floor; a 40-page sale-of-business agreement is at the ceiling. The 24-hour service publishes a per-document price list so the fee is known before you decide to proceed. For a standard or enterprise review, we quote in writing after a 15-minute scoping call.
Can I get a review of just one clause?
Yes — particularly for restraints of trade, indemnity caps, or jurisdiction clauses where the rest of the contract is non-controversial. The fee scales down accordingly.
What format is the output?
A Word document with track changes (matching the original layout where the contract is Word) plus a 1–2 page PDF risk memo summarising the substantive issues. We will also accept PDF originals — annotated PDF output is available where the source is PDF-only.
Is a contract review fee tax-deductible?
For a business, generally yes (in the course of producing taxable income). For an individual, it depends on the contract — restraint-of-trade review is typically not deductible, but a property purchase review forms part of base cost. Confirm with your accountant.
Do you offer a flat fee for repeat-use templates?
Yes. If you have a template you use repeatedly (e.g. your standard SaaS subscription, your supplier T&Cs, your independent contractor agreement), we can review, refresh, and re-stamp the template on a fixed annual fee.
Why you can trust this: Martin Kotze has been an admitted Attorney of the High Court of South Africa, registered Conveyancer, and Notary Public since 2014, practising from Pretoria. The firm is regulated by the Legal Practice Council under firm registration F17333.
This guide is general information, not legal advice for your specific matter.
Ready when you are
Submit your contract for review
Email or WhatsApp the document. We confirm scope and fee within a few hours, and the 24-hour clock starts on payment.
Martin Kotze · Attorney, Conveyancer & Notary Public · +27 82 891 3029