What does a commercial contract review cover that a legal one does not?

The two reviews look at the same document through different lenses, and on most subcontract and small main-contract work the commercial one changes the deal. A commercial review, the kind a quantity surveyor does before signature, reads the contract for what it will actually do to you: what the payment mechanism does to your cashflow and whether it matches what you priced, where amendments have moved risk onto you compared with the standard form, what the programme and damages clauses commit you to, and how the variation and notice machinery will behave on a live job. The output is plain English for the person who has to decide, with a schedule of the amendments worth asking for, each with a fallback, so it feeds straight into the negotiation. A legal review, which a solicitor does, reads for enforceability, whether clauses are legally sound, and the consequences of the wording; it is the right call where a clause is genuinely novel, where large sums or unusual risks are involved, or where the commercial review flags something for a lawyer's eye. The two are complementary: the commercial review tells you what the contract does to your business and what to negotiate, and tells you honestly when a point needs a solicitor. It is not the dispute-lens read of a contract already biting, which sits on the claims side of the practice; the procurement-stage review is done before signature, as part of buying the job well.

Take a subcontractor offered an amended JCT subcontract who is unsure whether they need a solicitor. A commercial review reads it in a day and reports plainly: the amended payment period is fourteen days longer than they priced their cashflow around, an amendment has made them carry a design risk the standard form left with the contractor, and the damages clause runs from a date earlier than their programme allows. Each becomes an amendment to ask for, with a fallback. The review also flags one clause, an unusual indemnity, for a solicitor to look at before signing, which the subcontractor refers on. The contract is negotiated on its commercial substance by the QS and checked on its one genuinely legal point by a lawyer, rather than a full and expensive legal review of a document whose real problems were commercial all along.