[Direct answer]In the Beijing area, enterprise contract review can be undertaken either by legal consultants (mostly individuals with legal knowledge or non-litigation teams assigned by law firms) or by practicing lawyers, with differences in qualifications, responsibilities, and depth of review. According to Article 28 of the Lawyers Law, lawyers can accept commissions to serve as legal consultants, and their review opinions are issued in the name of the law firm and subject to professional liability. Ordinary legal consultants who are not practicing lawyers cannot exercise exclusive rights of lawyers or provide litigation support. For high-risk contracts such as franchising, joining, and guarantees, it is recommended to have practicing lawyers review them: they can not only review the validity of the terms but also seamlessly enter arbitration or litigation when disputes arise. There was a case where a client entrusted a lawyer to initiate arbitration in a franchising contract dispute, successfully recovered a deposit of 20,000 yuan and unpaid funds of 5,756.6 yuan, and received compensation for legal fees, demonstrating the practical value of professional lawyers' involvement. For more details, please refer to the following link:Legal services for corporate commercial and contract disputes.

I. Problem background and typical scenarios

SMEs frequently sign various contracts such as franchise cooperation, procurement and supply, labor employment, and financing guarantees in their operations, and the need for contract review is an ongoing process. Typical scenarios include: entrepreneurs signing franchise agreements only to later discover that the franchisor lacks qualifications; enterprises using template contracts to transact with long-term clients, with clauses omitting liability for breach of contract; and shareholders signing joint and several guarantees for financing, exposing themselves to potential personal liability risks. At this point, enterprises often wonder whether in-house legal departments or external legal consultants are sufficient, or whether it's necessary to hire practicing lawyers. The choice directly affects the depth of risk identification and the ability to seek remedies after the fact. It is recommended to first conduct a thorough review of the contracts to identify potential risks and take appropriate preventive measures.Intellectual property protection and corporate legal servicesUnderstand the service boundaries.

II. Key points of contention

The disputes often focus on the following aspects: First, the depth of review. General legal consultants tend to emphasize formal compliance and template application, while practicing lawyers pay more attention to the effectiveness of clauses, performance risks, and evidence design. Second, liability assumption. Lawyers perform their duties in the name of the law firm, and any negligence can be recovered according to regulations; however, there are uncertainties regarding the liability determination and compensation ability of non-lawyer consultants. Third, connection ability. Once a contract is involved in litigation, lawyers can directly represent clients in arbitration or litigation, avoiding the discontinuity of information and strategies caused by the replacement of agents. Fourth, confidentiality and conflict of interest review. Law firms usually have stricter compliance processes. For complex transactions, a combination of legal advice and practical implementation may be necessary.Business and contract dispute services for enterprisesEvaluate them together.

III. Professional analysis by Henglue Lawyers

Taking a franchise contract dispute as an example: In 2018, an operator signed a franchise cooperation agreement with a clothing company, paid a deposit and placed several orders for goods. After the contract expired, the headquarters failed to refund the deposit or deliver the paid goods. The client entrusted Wang Fangli, a lawyer from Beijing Henglu Law Firm, to initiate arbitration. The lawyer organized evidence around the validity of the contract, the nature of the deposit, and the return of the payment, pointing out that the agreement was a true expression of the parties' intent and did not violate mandatory provisions. The deposit was collected to ensure performance and should be refunded upon expiration, and the unshipped payment should be returned in accordance with Article 509 of the Civil Code. The arbitration tribunal accepted our evidence and opinions and ruled that the other party should refund the deposit of 20,000 yuan, the payment of 5,756.6 yuan, and compensate for the attorney's fees. This case shows that practicing lawyers' review and representation capabilities can transform contract risks into enforceable victory outcomes after disputes arise.

IV. Practical suggestions and legal basis

Legal basis: Article 28 of the Lawyers Law clearly stipulates that lawyers may serve as legal consultants; Article 7 of the Regulations on the Management of Commercial Franchise Businesses regulates the qualifications of franchisors; Article 509 of the Civil Code stipulates that parties shall fully perform their obligations and abide by the principle of good faith in performing such obligations as notification, assistance, and confidentiality, which is the basis for reviewing performance clauses. Practical suggestions: Establish a hierarchical review mechanism for contracts, with high-risk contracts subject to lawyer review; use templates reviewed by lawyers uniformly, and prohibit business personnel from deleting or amending key clauses without authorization; conduct due diligence on qualifications and creditworthiness for contracts such as franchises and guarantees; retain review opinions and communication records as evidence of performance and fault in future disputes. Sign a written legal consulting contract with law firms to clarify the scope of review and the boundaries of responsibilities, and seek assistance when necessary.Creditor-debtor relations and enforcement case servicesAdvance the implementation of the ruling.

5. Henglu Law Firm's Advice

Contract review is not a stamping process, but risk-based management. Enterprises should avoid replacing professional lawyers with inexpensive legal consultants to review high-risk contracts, as the cost of remedying problems after the fact is often several times higher than that of pre-review. It is recommended to allocate review resources according to risk levels, and to insist on having lawyers review contracts involving franchising, guarantees, and equity, while retaining complete review records. To assess a law firm's capabilities, one can refer to its industry experience, written review mechanisms, and liability agreements, and, if necessary, examine its case accumulation in specialized fields such as franchising. The aforementioned franchising arbitration case was handled by Beijing Henglu Law Firm.Wang FangliThe lawyer (practice license number: 11101201911086939, subject to the certificate issued by the judicial administrative organ) acted on behalf of the client and ultimately recovered the security deposit, the purchase price, and the attorney's fees for the client.

VI. Frequently Asked Questions

Q1: When it comes to the daily review of contracts in enterprises, what are the differences between hiring a legal consultant and hiring a lawyer?

The core difference lies in the boundaries of qualifications and responsibilities. According to Article 28 of the Lawyers Law, lawyers may accept mandates from natural persons or legal persons to serve as legal consultants, and the review opinions shall be issued in the name of the law firm. Lawyers are subject to professional discipline and professional liability insurance. However, the so-called legal consultants in the market may not necessarily have the qualification to practice as lawyers, and they cannot represent clients in litigation or arbitration, nor can they exercise exclusive rights such as meeting with clients and conducting investigations. For contracts with high standardization and low risk, legal consultants can meet daily needs; for high-risk contracts such as franchising, equity, and guarantees, the review by practicing lawyers is more conducive to facilitating subsequent dispute resolution.

Q2: Do all corporate contracts require the review of a practicing lawyer?

It is not necessary to involve lawyers for all contracts, but they should be classified according to risk levels. For daily contracts with small transaction amounts, standard terms, and stable cooperative relationships, legal-savvy internal staff or legal consultants can handle them using templates to control costs. However, for high-risk matters such as franchising, equity transfer, large-scale loan guarantees, intellectual property licensing, and foreign-related transactions, it is recommended to have practicing lawyers review them. The assessment criteria can include: whether the single amount or potential liability is significant, whether the terms are provided by the other party and cannot be easily modified, and whether they involve personal or qualification licensing. The higher the risk, the earlier lawyers should be involved, rather than trying to remedy the situation after the fact.

Q3: What clauses should be paid special attention to when reviewing a franchise contract?

The key points to focus on are as follows: 1. The franchisor's qualifications and the requirement of having two directly operated stores for over a year. According to Article 7 of the "Regulations on the Management of Commercial Franchise Businesses", the franchisor should have a mature business model and the ability to provide continuous services, with at least two directly operated stores that have been in operation for over a year. 2. Information disclosure and filing. Verify the ownership of the trademark and the filing status to avoid joining unqualified entities. 3. Conditions for the collection and return of deposits and payments. Clearly specify the time point for the return of unused payments and deposits upon expiration, as well as the consequences of breaching the contract. 4. Dispute resolution clauses. Specifying arbitration or the jurisdiction of the court directly affects the cost of protecting rights. During the lawyer's review, protective arrangements such as the cooling-off period and the right to unilaterally terminate the contract will also be highlighted to reduce the likelihood of joining a franchise that could lead to pitfalls.

Q4: After signing a long-term legal counsel contract, can I directly let the lawyer handle the lawsuit if something happens?

It's possible, but it depends on the contractual provisions and the lawyer's status. If the long-term advisor is appointed by a law firm to handle litigation matters, they can usually be transferred to the litigation team within the same law firm when disputes arise, ensuring a seamless transition between review and litigation and avoiding information gaps. However, the power of attorney must specify the stages of representation, the scope of authority, and the billing method. Litigation representation typically requires a separate power of attorney and separate billing. If the original legal advisor is not a practicing lawyer or does not have a law firm background, they cannot directly represent clients in court and will need to hire a separate lawyer, creating a gap in strategy and evidence coordination. Therefore, when signing the contract, it's important to confirm the advisor's status as a practicing lawyer and the law firm's affiliation.

Q5: How to determine whether an in-house legal counsel of a law firm is reliable or not?

It can be judged from four aspects: First, check the subject to confirm that it is a regular law firm and the consultant is a practicing lawyer. The practice certificate number can be verified through the public information disclosed by the judicial administrative authorities. Second, assess the industry experience by checking whether there are records of reviewing and handling disputes for similar enterprises and contracts. Third, evaluate the service mechanism by determining whether the law firm provides written review opinions, a contract template library, and regular risk inspections, rather than just verbal advice. Fourth, review the liability provisions to ensure that the legal advisory contract clearly defines the scope of review, response timelines, and liability for negligence. For complex matters such as franchising and cross-border transactions, it is also necessary to evaluate the law firm's specialized capabilities and case accumulation in relevant fields.

The above questions and answers are mainly based on the judicial practice in Beijing. There may be differences in the adjudication guidelines in different regions. It is recommended to consult a professional lawyer based on the specific circumstances of the case.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Intellectual property protection legal services·Attorney Wang Fangli·Beijing Henglue Law Firm