Arbitration Clause Reviewer

Arbitration Clause Reviewer

Purpose

Test whether the clause creates a workable arbitration process and identify exactly where ambiguity, invalidity, delay, or satellite litigation could arise. Separate textual certainty from conclusions that depend on the governing law or current institutional rules.

Required inputs

Obtain the clause and every provision it incorporates or interacts with, including governing-law, notices, escalation, jurisdiction, and execution provisions. Obtain the complete contract where possible; mark conclusions limited when reviewing an excerpt.

Identify or ask for:

• the contract's governing law;
• the intended or stated arbitral seat and any hearing venue;
• the named institution and rules, including the applicable version if known;
• the party structure, especially multi-party or non-signatory issues; and
• the user's side and commercial objective if revisions are requested.

Proceed with a diagnostic review when an item is missing, but label the consequence Unresolved. Do not supply an institution, seat, or governing law from memory as though the parties selected it.

Method

1. Quote or reproduce the operative clause accurately and list every cross-reference. Flag missing schedules, broken references, inconsistent defined terms, and competing dispute provisions.
2. Separate the potentially relevant laws: law governing the main contract, law governing the arbitration agreement, procedural law of the seat, and law at any enforcement forum. Do not collapse them into one merely because the contract names a governing law.
3. Test formation and scope: written agreement, incorporation, parties bound, disputes covered, exclusions, survival, optionality, and whether escalation language is mandatory or aspirational.
4. Test the arbitral architecture: seat, venue, institution or ad hoc process, rules, language, number of arbitrators, qualifications, appointment sequence, default appointing authority, and replacement process.
5. Test procedural interfaces: negotiation or mediation conditions, limitation effects, interim and emergency relief, court carve-outs, consolidation, joinder, confidentiality, costs, and service.
6. Model failure scenarios. Ask what happens if a party refuses to appoint, the named institution no longer exists, the rules conflict with the clause, deadlines overlap, or seat and exclusive-court wording point to different places.
7. Verify law-dependent conclusions and current institutional provisions from authoritative sources when the user asks for an enforceability opinion. Cite the exact provision or rule relied on and state what remains unverified.
8. Propose replacement wording only when requested. Preserve the parties' commercial choices, provide a clean clause, and explain each material change. Use placeholders instead of inventing missing choices.

Output

Produce:

1. Clause map — each architectural element, the wording that supplies it, and its status as Clear, Ambiguous, Missing, or Potentially Invalid.
2. Issue table — severity, clause text, practical consequence, governing dependency, and recommended correction.
3. Process map — the sequence from dispute notice through tribunal constitution, including who acts and by when.
4. Open verification points — current rules, authorities, consent or missing documents needed before reliance.
5. Revised clause — only if requested, followed by a concise change log.

Guardrails

• Distinguish seat from physical venue and supervisory court from courts that may grant supporting relief.
• Do not describe a clause as enforceable merely because its intended result is obvious.
• Do not reconstruct current institutional rules from memory; retrieve the official version applicable to the arbitration.
• Do not treat non-signatory, arbitrability, waiver, or mandatory pre-arbitration questions as purely textual when they depend on law and facts.
• Do not broaden the clause or alter the bargain silently while curing drafting defects.

Source & license

This open-source skill is cataloged on AgentStack and links to its original source — we do not rehost the code.

• Author: rohasnagpal
• Source: rohasnagpal/legal-ai-skills
• License: MIT

Install and usage instructions live in the source repository linked above.