The Contract Review Nobody Asks For — And Why I Do It Anyway

Last month, a new client came to me with a vendor dispute. Straightforward matter. We talked through it for about twenty minutes, and then I asked to see her operating agreement.

She looked at me like I’d asked for something strange. “Why? That’s not what we’re here about.”

“I know,” I said. “But I’d like to see it anyway.”

This happens more than you’d think. A business owner reaches out about one thing — a contract dispute, an employee issue, a licensing question — and I ask to look at agreements they didn’t bring and didn’t think mattered. Not because something is wrong. Not because I’m looking to run up a bill. It’s just what I do.

When a client hires me, I ask for more than they brought

It’s standard practice in how I work as outside general counsel for Wisconsin businesses. When someone engages me — even for a single discrete matter — I ask to see the foundational documents. The operating agreement or corporate bylaws. Key employment agreements. Non-compete provisions. IP assignment clauses.

Most clients assume I’m looking for a problem. I am looking — but I’m not hoping to find trouble. I’m doing what outside general counsel does: understanding how the business is actually structured so I can spot gaps before they cost something.

This isn’t an upsell. It’s not a signal that something is wrong. It’s just how an ongoing relationship with a business attorney works when that attorney is paying attention to more than the matter in front of them.

What I find — and what it usually means

Most of the time, everything is fine. The documents hold up, the structure makes sense, and we move on to the matter they came in for. But sometimes there’s a gap. And when there is, it’s almost always fixable — if we catch it before something forces the issue.

A recent example. A Wisconsin manufacturing company hired me to negotiate a supply agreement. Standard work. While I was reviewing their internal documents, I noticed their operating agreement had never been properly amended after they admitted two new members three years earlier.

Under Wisconsin law — specifically Wis. Stat. § 183.0407 — a limited liability company’s operating agreement governs how membership interests are transferred or modified. If the existing agreement requires a formal amendment process or unanimous member consent, that process has to be followed. This company had documented the capital contributions and issued the membership interests, but the operating agreement itself still reflected only the original two founders.

That created real ambiguity about voting rights, distribution obligations, and management authority. The fix was a straightforward amendment with proper member consent. The exposure, if it had surfaced in a dispute or during due diligence on a transaction, would not have been straightforward at all.

A second pattern I see regularly: non-compete agreements that won’t hold up. Wisconsin is one of the strictest states in the country on non-competes[H1] . Under Wis. Stat. § 103.465, a covenant not to compete is only enforceable if the restrictions are reasonably necessary to protect the employer — reasonable in duration, geography, and scope. And unlike most states, Wisconsin courts won’t rewrite an overbroad agreement to save it. If any part of the restriction is unreasonable, the entire covenant is void.

I’ve reviewed employment agreements where the non-compete was drafted in another state, pulled from a template, or written before the employee’s role changed significantly. In every one of those cases, the employer believed they were protected. They weren’t. And by the time they found out — usually after the employee left and started competing — it was too late to fix the agreement.

The operating agreement gap, the unenforceable non-compete, the missing IP assignment clause. None of these are disasters when you find them on a Tuesday with no crisis pending. They’re just things to handle. But if you find them in litigation, or in due diligence, or after the employee has already walked out the door, they become a different category of problem entirely.

Why most businesses have never had this conversation

Most Wisconsin businesses — especially in healthcare, manufacturing, and family-owned companies — have a transactional relationship with their attorneys. You call when you need something drafted, reviewed, or negotiated. The work gets done. You pay the bill. Everyone moves on.

That model works well for what it’s designed to do, and there’s nothing wrong with it. But the transactional model addresses what you bring to the table. It doesn’t address what you didn’t know to bring.

The operating agreement that worked in 2015 may not reflect the business as it exists today. The non-compete signed with your first salesperson may not hold up under current Wisconsin law. The IP provisions in your employment agreements may not actually assign ownership of what your team creates.

In a transactional relationship, you don’t raise those questions because you’re not experiencing a problem. And your attorney doesn’t raise them because that’s not what they were hired for. That’s not a failure. It’s just the structural reality of how most businesses engage outside legal counsel.

What the outside general counsel relationship actually means on a Tuesday

People ask me what an outside general counsel actually does when nothing is wrong.

The contract review nobody asked for — that’s a big part of the answer.

An outside general counsel relationship isn’t a retainer you activate when something breaks. It’s an ongoing relationship with an attorney who already knows your business. I’m already familiar with your operating agreement when a member dispute arises. I already know what restrictions apply when a key employee leaves. I understand your vendor relationships, your regulatory obligations, and how your ownership is structured — not because I’m preparing for litigation, but because that’s what it means to be counsel to the business.

That familiarity changes what I can do for you when something does come up. The call on a Thursday afternoon when a client forwards an unexpected letter or a vendor demand — I can give a real answer because I already have the context. Not “let me pull your files and get back to you.”

That’s the difference. And it shows up in the details.

Prevention is measured in thousands. Litigation is measured in hundreds of thousands.

I’ve seen this pattern repeat enough times that the economics are clear to me now. Fixing a gap in an operating agreement costs a few thousand dollars in attorney time. Revising an unenforceable non-compete before it matters costs less.

Litigating a member dispute because ownership wasn’t documented? Defending against a former employee who’s now competing freely because the non-compete was void? Unwinding a transaction because due diligence surfaced problems nobody knew existed?

Those are six-figure problems. Sometimes more.

The contract review nobody asks for isn’t about finding work. It’s about not creating the kind of work that shows up two years from now in a courtroom.

If nobody’s ever just looked — let’s talk

If you’re running a Wisconsin business and nobody has ever looked at the agreements that govern it — not because something went wrong, but just to look — that’s worth a conversation.

I work with business owners in healthcare, manufacturing, and family-owned companies across Wisconsin. If you want more than a transactional legal relationship, reach out directly. No fire required.