Learning Outcomes
After reading this article, you will be able to review client files effectively, identify relevant legal and factual issues, clarify client objectives, and analyse the commercial context. You will understand how to distinguish between legal problems and commercial interests, and be equipped to spot potential risks and priorities, as required for SQE2 case analysis and written tasks.
SQE2 Syllabus
For SQE2, you are required to understand file review and issue identification from a practical standpoint. You must be able to analyse client files, extract client objectives, recognise the impact of commercial context, and identify key legal and factual issues. In your revision, focus on:
- reviewing client files to extract and clarify objectives and priorities
- identifying and distinguishing legal, commercial, and practical issues
- recognising the significance of the commercial context in advice
- spotting potential risks, deadlines, and next actions
Test Your Knowledge
Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision.
- What is the primary purpose of file review before giving written legal advice?
- Define "commercial context" in relation to client objectives.
- When reviewing a new client file, which of the following should you identify first?
a) hazards to your firm
b) client objectives
c) technical precedent references
d) drafting errors - True or false: Legal and commercial issues can always be addressed separately in client advice.
Introduction
Reviewing a client file is a critical step before providing legal advice or attending an interview. For SQE2, effective file review requires you to extract relevant information, clarify exactly what the client wants to achieve, and understand the commercial context influencing the matter. This enables you to identify issues and set clear priorities for advice or action.
Key Term: file review
The process of systematically reading and analysing all documents and information in a client matter to identify key facts, issues, and objectives relevant for action or advice.
The Purpose of File Review
Your main aim in reviewing a file is to ensure that you have all the information necessary to identify the issues to be addressed, the client's fundamental objectives, and any risks to be managed. A structured approach helps you avoid missing important details or client expectations.
Key Term: issue identification
The process of recognising and listing all relevant legal, factual, and practical matters raised by a client file that may require action or advice.
Understanding Client Objectives
Client objectives are the results, outcomes, or interests the client seeks to achieve. They may be explicit or implicit and may include both legal and commercial goals. Clarifying objectives early is necessary to frame effective advice and avoid irrelevant work.
Key Term: client objectives
The clearly defined outcomes or aims a client wishes to achieve in the context of their matter, guiding the legal analysis and advice.
Commercial Context
The commercial context refers to the wider business, financial, and strategic environment influencing the client's situation or transaction. Understanding this context is essential to tailor advice that is practical, relevant, and aligned with the client's real interests.
Key Term: commercial context
The broader business, market, or financial factors—such as time pressures, competitor activity, or business strategy—impacting the client's matter beyond pure legal considerations.
Why Commercial Context Matters
Legal issues do not exist in a vacuum. A client’s priorities may be driven by urgency, market conditions, relationships with business partners, or other commercial realities. Advice that ignores these factors risks being technically sound but practically unhelpful.
Key Term: risk spotting
The process of proactively identifying potential adverse consequences, exposure, deadlines, or practical difficulties that may affect the client’s matter.Key Term: priorities
The ranking of issues or objectives by importance to the client, dictating the order and focus of actions and advice.
Worked Example 1.1
A client wants to purchase a business rapidly to meet a market opportunity. The due diligence reveals potential liabilities, but the client insists completion must happen within two weeks.
Answer:
The file review should record the urgency (commercial context), the client’s objective to complete quickly, and the legal risks (potential liabilities). Advice should explain the risks of an accelerated timeline, allowing the client to make an informed decision balancing speed and risk.
Common File Review Tasks
During file review, you should:
- Identify what the client wants and why
- Extract all key facts and arrange them logically (chronology, themes)
- Note gaps or ambiguities and plan questions for clarification
- Distinguish between legal issues (e.g. breach of contract, regulatory risk) and commercial objectives (e.g. minimising cost, preserving relationships)
- Spot risks, urgent matters, and critical deadlines
- Note next steps for action and any further information needed
Worked Example 1.2
You receive a file for a company client considering litigation. The commercial context is that prolonged proceedings may harm their reputation. The client states they want “to avoid adverse publicity above all.”
Answer:
The file review should highlight reputation management as the main objective, not just “winning” the litigation. Settlement or alternative dispute resolution should be considered in your advice as these may better serve the client’s goals than pursuing the court claim.
Exam Warning
For SQE2, remember that not all client objectives will be clearly stated. Look for evidence in the file (e.g. urgency in emails, reference to deadlines, competitive pressures) and confirm key objectives before advising. Failing to acknowledge commercial priorities can lose marks.
Practical Tips for File Review
- Use a blank sheet to create a chronology or main themes as you work through the papers.
- Summarise each document's relevance to the client’s objectives.
- Check for inconsistencies or missing information.
- Make a list of action points or clarification questions.
- Keep a dedicated section for identified risks and your initial view on next steps.
Worked Example 1.3
You are sent an email chain showing a client negotiating a supply contract. The emails mention a “critical delivery deadline” impacting the client’s own obligations to their customer, but the draft contract does not mention this deadline.
Answer:
You should spot the gap between the client's commercial context (the importance of timely delivery for their business) and the contract’s current terms. This should be raised as a key issue for advice and possible contract amendment.
Revision Tip
When preparing for the SQE2 exam, practise file review with a blank summary template: record client objectives, factual summary, commercial context, key issues, risks, and next steps.
Key Point Checklist
This article has covered the following key knowledge points:
- File review is essential for identifying client objectives, key facts, and issues.
- Clarifying client objectives enables focused and relevant advice.
- Understanding the commercial context is essential for practical, client-focused solutions.
- Legal issues and commercial/practical interests must both be identified and prioritised.
- Risk spotting and prioritisation are essential in planning actions and advice.
- Effective file review structures your approach to SQE2 advice, case and transactional scenarios.
Key Terms and Concepts
- file review
- issue identification
- client objectives
- commercial context
- risk spotting
- priorities