Built with AutoClaw · Legal Practice

ClauseProof
a contract review that shows its working

Six synthetic documents, one three-pass review. Every conclusion carries a verbatim quotation and a clause locator — or it is marked unverified.

6documents in
26sourced quotations
9issues mapped
4conditions of signature

The problem

Three ways an agency loses money without noticing

None of them look like a dispute at the time. All of them look obvious afterwards.

01

The markup that came back

A client returns the statement of work with the risk allocation reversed — intellectual property on creation, liability tripled, fifteen days to terminate. It arrives as a clean document, not as a redline.

02

The request that became agreed

A feature request arrives by email. Nobody says yes. Two weeks later the client says you agreed on a call, and the launch date now depends on it.

03

The annex that never existed

The document promises service levels against Appendix B. Appendix B was never attached, never agreed, and is now the standard you are measured against.

The method

One rule, three passes

Every legal assertion must carry a verbatim quotation and a locator, or be marked UNVERIFIED. That single constraint is what separates a review from a summary.

Pass 1

Inventory and proof

Document register with signature status and evidence. Evidence index, one quotation per material statement. Fact timeline. Missing documents.

Pass 2

Conflict and scope

Conflict map naming the clause that decides each contest. Where no clause decides, the output says so. Scope table, one row per work item.

Pass 3

Change and position

Amendment schedule with the authority for each change, then a one-page negotiation brief: what holds, what trades, what happens if they refuse.

What the review found

Four findings that a summary would have missed

The client markup bound no one

Revision 2 was signed by the client on 22 September and left blank by the supplier. Under the master agreement, a statement of work that has not been signed by both parties has no contractual effect.

MSA cl. 2.5D3 signature blockHigh

Even if signed, three of four changes would still fail

The order of precedence lets a statement of work override the master agreement on four matters only: scope, deliverables, timeline and fees. Intellectual property, liability and termination are not among them.

MSA cl. 2.4(c)MSA cl. 2.5D3 cl. 4.2, 9.1, 11.1

The liability change triples the exposure

A 300% cap on a THB 2.4 million contract is about THB 7.2 million of exposure, and the same clause disapplies the mutual exclusion of consequential loss.

MSA cl. 12.2D3 cl. 9.1High

The service levels point at a document that does not exist

Revision 2 asserts that Appendix B is attached. It is not, and Revision 1 had left it to be agreed before go-live. The obligation is an agreement to agree, and the playbook forbids signing around a missing annex.

D3 cl. 6.1D2 cl. 6.1Playbook rule 6High

The kit

Everything, downloadable

The inputs are synthetic and marked as such on every page. The outputs were produced from them and verified line by line.

Inputs

The six documents a client would actually send.

Outputs

The work product the review produces.

Reuse

What someone else needs to run the same review.

Verification

An audit, not an assurance

Every quotation in the report was compared character for character with the source file it cites. The result is published below, including what it does not cover.

26quotations audited
26exact matches
0not found
9presentation flags

What the audit found

All 26 quotations appear verbatim in the file and clause cited. No quotation was taken from an intermediate summary, and no locator pointed at the wrong clause.

Nine quotations begin mid-sentence without a leading ellipsis. The words are correct; the punctuation is not. They are recorded rather than quietly corrected.

What it does not cover

The audit tests whether the report quotes its sources accurately. It does not test whether the legal analysis is right. That remains a matter of judgement.

Three items could not be verified at all: the content of Appendix B, the terms of the draft change order, and what was said on the call of 2 November.

How to run it yourself

  • Download the six input files.
  • Upload them to the assistant in one message.
  • Run the three prompts in the playbook, in order, in the same conversation.
  • Compare every quotation with the source, using the audit workbook as the template.

Limits

What this is not

This is a demonstration on a synthetic matter. It is not legal advice, and the documents have no legal effect. The method proves what the documents say; it does not prove what the parties did. Conduct that is not recorded in the file must be investigated separately, and a qualified lawyer should review any output before it is relied on.