Review Outside Counsel Engagement Letter

---
name: review-outside-counsel-engagement-letter
task_id: corporate-ma/review-outside-counsel-engagement-letter
description: Guides preparation of a severity-ranked issues memo identifying problematic, missing, or adverse provisions in an outside counsel engagement letter for patent litigation representation, cross-referenced against internal guidelines and related engagement materials.
activates_for: [planner, solver, checker]
---

# Skill: Outside Counsel Engagement Letter Review

## 1. Subject-matter triage
- Treat the draft engagement letter, outside counsel guidelines, and any related fee, budget, conflict, or scope communications as a single source set.
- Confirm whether the governing materials are attached, incorporated by reference, or only informally referenced; missing incorporation can itself be an issue.
- If only one engagement letter is in scope, say so; if multiple versions, side letters, or related instructions exist, review each against the same baseline before comparing them.
- Identify the litigation, forum, and work phase at a workable level of specificity before assessing scope, staffing, or fee provisions.

## 2. Failure modes the skill is correcting
- The review identifies deviations from the applicable guidelines before confirming that the letter contains all required provisions.
- The review treats billing language in isolation and misses whether it is consistent with the client’s budget, rate standards, preapproval requirements, and invoice rules.
- Governance provisions such as budget reporting, staffing approval, and litigation management are overlooked even when the guidelines make them mandatory.
- The scope of representation is reviewed generically rather than for overbreadth, underbreadth, or misalignment with anticipated phases of the matter.
- Conflicts, file return, confidentiality, dispute resolution, and retention language are not checked against the governing materials.
- Issues are described without tying them to the controlling source, the interacting clause or document, and the practical consequence for the client.
- Recommendations are stated without a concrete next step, responsible owner, and timing anchor.

## 3. Legal frameworks / domain conventions that apply
- Engagement-letter baseline: a litigation engagement letter ordinarily addresses scope of representation, fee arrangement and rates, billing-guideline compliance, expenses, staffing and approval process, conflicts disclosure, file return and retention, confidentiality, and dispute resolution for billing disagreements.
- Scope of representation: for patent litigation, identify the matter with enough specificity to reduce scope creep and cover the expected phases of the dispute, while noting intended exclusions or carve-outs.
- Outside counsel guidelines compliance: if the engagement letter relies on client guidelines, confirm whether those guidelines are attached, incorporated by reference, and consistent with the draft.
- Rate and billing standards: check whether fees are subject to client rate standards, caps, staffing restrictions, approval conditions, or invoice-format requirements reflected in the source set.
- Budget requirements: if the governing materials require a budget, matter plan, or periodic forecasting, verify that the letter captures that obligation and any timing requirements.
- File return and retention: confirm that the letter addresses return of client files and original documents at the end of the representation, together with any retention policy.
- Conflict of interest: confirm that a conflict check has been performed and that any identified conflicts and requested waivers are described with appropriate specificity.
- Governing authority should be named where relevant; cite the controlling rule, statute, regulation, professional-conduct provision, or other authority identified in the source materials or generally applicable to the issue.

## 4. Analytical scaffolds
- Read the outside counsel guidelines first and extract every mandatory or prohibited term affecting scope, fees, staffing, billing, budget, confidentiality, conflicts, file handling, and dispute resolution.
- Read the engagement letter clause by clause and test each provision against the governing materials for presence, completeness, and internal consistency.
- Separate missing provisions from inconsistent provisions; do not merge them into one general comment.
- For each issue, identify the clause, guideline, or related communication that controls; then explain how the draft deviates.
- For each issue, close the analysis by tying the deviation to the scale of the matter or term at issue, the interacting clause or document, and the downstream consequence for the client.
- Assign a severity level to every issue using a uniform ordinal scale defined once at the top of the memo; apply the same scale across all entries.
- When multiple versions, parties, or related instructions exist, review each distinctly rather than treating one as representative.
- End every issue memo with concrete recommendations that can be actioned before signature.

## 5. Vertical / structural / temporal relationships
- Track whether the engagement letter is meant to operate alone or together with incorporated guidelines, a fee schedule, a budget, or a later-approved statement of work.
- Check whether later-dated instructions modify earlier terms, and whether the draft says which document controls if provisions conflict.
- Confirm whether budget, rate, approval, and reporting obligations are ongoing, periodic, or triggered by a milestone such as filing, mediation, or trial preparation.
- Where file return, retention, or confidentiality obligations survive termination, note the post-termination timing and any limits on retention.

## 6. Output structure conventions
- Produce a single severity-ranked issues memorandum.
- Define the severity scale once near the top and use it consistently for every issue.
- Use a conventional memo shape: brief overview, then issues grouped by topic such as scope, fees and billing, governance or budget, conflicts, files and confidentiality, and other adverse provisions.
- For each issue, include: severity, concise issue statement, controlling source or authority, why it matters, interacting provision or document, and recommended fix.
- Keep the memo analytical and specific; do not merely restate the draft.
- End with a Recommended Actions section that lists the concrete steps to revise, confirm, or escalate before execution, with the responsible role and a timing anchor tied to signing or the next transaction milestone.