[Direct answer]In the Beijing area, contract review and attorney's letters are legal services at different stages and with different functions: contract review is a pre-emptive risk prevention measure, which verifies the validity of the contract, identifies clause loopholes, and assesses performance risks before signing the contract, aiming to eliminate problems at the source; attorney's letters are post-event remedial tools, issued by lawyers on behalf of clients after disputes arise, used to urge performance, warn of the consequences of breach of contract, interrupt the statute of limitations, and preserve evidence. They do not have mandatory enforcement power in themselves. According to Article 143 of the Civil Code of the People's Republic of China (effective January 1, 2021), a civil legal act must meet the following requirements: the party must have the corresponding capacity for civil conduct, the expression of intention must be genuine, and it must not violate mandatory provisions or public order and good customs; Article 188 stipulates that the statute of limitations for litigation is three years; Article 195 stipulates that if the right holder requests the obligee to perform the obligation, the statute of limitations for litigation is interrupted. It is advisable to conduct a review before signing the contract, and after the other party breaches the contract, it is better to send a letter first and then determine the strategy.

1. Problem background and typical scenarios

The two are often confused with each other, but the actual scenarios are different. Typical situations requiring contract review include: large-scale procurement, outsourced production, and verification of terms before signing a housing lease; unfavorable clauses hidden in the standard contracts provided by the other party; and long-term cooperation framework agreements that require clear acceptance and payment deadlines. Related corporate affairs can be referred to for referenceIntellectual property and corporate lawColumn. Typical scenarios requiring a lawyer's letter: when payment of debts or rent is delayed and self-collection efforts are ineffective; when the other party breaches the contract but the enterprise wants to adopt a conciliatory approach first and maintain the cooperative relationship; when the statute of limitations is approaching and it is necessary to interrupt the statute of limitations with a written claim, and the relevant debt handling can be referred to for reference.Business and contract disputes in enterprisesThe column. There are frequent commercial exchanges in the Beijing area, and most mature enterprises use the two methods in combination: review and prevention before signing the contract, and use letters to put pressure on the other party after a breach of contract.

II. Key points of dispute

First, the legal effect of the lawyer's letter. It is not an enforceable document, but the written reminder can interrupt the statute of limitations according to Article 195 of the Civil Code, and it is also an important evidence to prove the other party's breach of contract. Second, the scope of the review. The review of effectiveness, the review of clauses, and the review of the transaction background each have their own emphasis. Third, the risk of improper content in the letter. Inaccurate statements of facts or threatening language may lead to disputes over infringement of reputation. Fourth, contracts that violate public order and good customs are invalid even if they are voluntarily signed, and it is difficult to remedy them afterwards, highlighting the value of pre-review. Fifth, the timing of sending the letter and suing. If the other party still fails to perform after sending the letter, it is necessary to sue or apply for preservation in time, subject to the current effective laws and regulations and judicial rulings. For the recovery of funds, reference can be made to the relevant provisions.Creditor's rights and debts, and enforcement casesColumn.

III. Professional analysis by Henglue Lawyers

Taking the contract invalidation dispute handled by our firm as an example, we can compare the cost of the lack of pre-contract review with the path of post-contract remedies. On March 21, 2023, Zhang Na and Wang Xiaoyong signed the "Beijing Hukou Marriage Registration Agreement" to help their child obtain a Beijing household registration. The agreement stipulated that the marriage was solely for assisting with household registration and had no actual marital content. Wang Xiaoyong paid 100,000 yuan to Zhao Chenyang on the same day. Prior to this, Zhang Na also signed an intermediary service contract with a legal consulting firm and paid 150,000 yuan. However, due to policy restrictions, the household registration failed, and the couple sued to confirm the invalidity of the agreement and recover the funds. Zhao Chenyang did not appear in court to defend himself. The legal team collected evidence such as the agreement, transfer records, divorce certificates, and audio recordings to form a closed loop, arguing that the agreement used a fake marriage to evade household registration policies and violated public order and good customs. The court ruled that the agreement was invalid from the outset according to Article 153 of the Civil Code of the People's Republic of China, and ordered the direct recipient, Zhao Chenyang, to return 100,000 yuan within a specified period and bear the acceptance fees and announcement fees according to Article 157. This case shows that even if money is paid for a contract aimed at evading policies, it is difficult to obtain protection. It is much more efficient to conduct a validity review before signing the contract than to litigate afterwards. This case was handled by Beijing Henglu Law Firm.Xue SuhuaThe attorney (practice certificate number: 11101201211769926, subject to the certificate issued by the judicial administrative organ) acts as the agent.

IV. Practical suggestions and legal basis

Action suggestions: 1. Before signing the contract, commission a lawyer to conduct a comprehensive review, focusing on verifying the legal status of the parties, potential legal risks, payment and acceptance deadlines, breach of contract liability, and dispute resolution clauses; 2. After the other party breaches the contract, first gather evidence and then send a letter stating the facts, legal basis, and deadline requirements, ensuring the letter is delivered in a traceable manner; 3. When sending the letter, also calculate the statute of limitations and, if necessary, interrupt the statute of limitations with the letter; 4. If the other party still fails to perform within the deadline, promptly initiate legal proceedings and assess preservation measures; 5. For important transactions, it is recommended to implement a standardized process for review, contract performance tracking, and letter reminders. Legal basis: - Article 143 of the Civil Code of the People's Republic of China stipulates the effective conditions of civil legal acts; - Article 153, Article 157, and Article 188 of the Civil Code stipulate that civil legal acts that violate mandatory provisions or public order and good customs are invalid; - Article 195 stipulates the return of property and compensation for losses after invalidation; - Articles 188 and 195 stipulate the three-year statute of limitations and its interruption grounds. For reference, please refer to the letter template and review checklist.Special services and other casesColumn.

5. Henglu Law Firm's Reminder

Risk Warning: First, the review focuses on prevention. Once the contract is signed and the payment is made, the cost of remedies will increase exponentially. Second, a lawyer's letter is not a "universal collection charm". If the other party ignores it, you should promptly file a lawsuit within the statute of limitations. Third, if you imitate online templates to send letters, you may be entangled in disputes due to inaccurate factual statements. Fourth, do not sign contracts with questionable legal effect (such as evading policies or violating public order and good customs). You may bear the consequences of the contract being invalid. It is recommended to review important contracts first, send letters in the early stages of disputes, and pay attention to relevant matters when necessary.Beijing Henglu Law FirmYou can get professional assistance from the similar columns on the official website.

VI. Frequently Asked Questions

Q1: Is sending a lawyer's letter really effective in collecting debts?

It's useful but not mandatory. The value of a lawyer's letter lies in three aspects: Firstly, it serves as a formal reminder issued by a lawyer, which effectively deters the other party who intends to maintain their reputation and is still observing the situation; Secondly, it formally requests the other party to fulfill their obligations, and the statute of limitations for litigation can be interrupted for three years according to Article 195 of the Civil Code, which helps to gain time for subsequent negotiations or litigation; Thirdly, the letter and the delivery receipt can be used as evidence to prove the other party's breach of contract. However, if the other party refuses to fulfill their obligations, it is still necessary to resort to litigation or arbitration for resolution, and the letter is just the first step.

Q2: What materials are required for contract review?

Generally, it includes: the draft contract and its annexes; an explanation of the transaction background, such as the cooperation history between the two parties and the performance mode; the counterparty's basic information, including its business license and information on litigation and dishonesty records; frequently requested documents, such as quotation lists and technical agreements; and the enterprise's internal concerns regarding payment, acceptance, and breach of contract liability. The reviewing lawyer will mark the risks item by item and provide modification suggestions. For major transactions, a written legal opinion may also be issued.

Q3: How much does it cost to review a contract or send a lawyer's letter?

Contract review is usually charged on a per-case basis, with the fee determined through negotiation based on the length of the contract, the complexity of its provisions, and whether a written opinion is provided. Legal letters are generally charged on a per-case basis, covering factual analysis, letter drafting, and delivery. For major disputes or series of letters, separate quotes will be provided. Compared with litigation, the cost of both services is much lower, making them a cost-effective investment in risk management. The specific fees should be determined in consultation based on the scale of the documents and the urgency of the matter.

Q4: How long does it take to review a contract or send a letter?

For regular contract reviews, opinions are typically issued within one to three working days, and for major and complex contracts, it takes about one week. Lawyer's letters are usually sent out within one to five working days, including fact verification and delivery. If the transaction is urgent or the other party's statute of limitations is approaching, we can communicate to handle it urgently. Compared with the months-long cycle of litigation, the time cost of pre-review and letter reminders is very low. It is recommended to set aside sufficient time rather than submitting the contract for review only when it is about to be signed.

Q5: Should I conduct a contract review first or send a lawyer's letter first?

Consider the current stage: Before signing or renewing a contract, it is essential to conduct a contract review first. Clearly define the payment milestones, acceptance standards, and breach of contract liabilities to minimize potential losses at the source. If the other party has already breached the contract, first secure evidence and send a lawyer's letter to remind them, while calculating the statute of limitations and assessing the other party's repayment ability. If they still fail to fulfill their obligations after the letter is sent, promptly initiate legal action and consider obtaining interim relief. These two approaches are complementary rather than mutually exclusive. For reference, please refer to the following document:Business and contract disputes in enterprisesColumn.

The above content is based on the compilation of judicial practices in the Beijing area. The facts of individual cases and the jurisdiction of the court may affect the conclusions. Welcome to consult Henglu Law Firm for specific cases.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, so as to avoid missing the statutory time limit. →Business and commercial legal services·Attorney Xue Suhua·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and publicly available adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If a dispute arises, please consult a practicing lawyer in a timely manner.