What to send counsel when a contract is missing exhibits

Freeze the document set you actually received

Begin with an inventory of the files in front of the team. Record each filename, document type, version or date shown, sender, and received time. Keep the original files intact and identify the main agreement without treating an email attachment list as proof that the set is complete.

Add a short business brief that names the transaction, internal owner, expected timing, and the products, services, or locations involved. Label this material as business context. It can help counsel understand the reason for the review, but it should not be blended into the source record.

• List every file separately, including duplicate or conflicting versions.
• Record who supplied each file and when it arrived.
• Preserve the originals used for the review.
• Keep internal expectations distinct from contract language.

Trace every attachment reference to its source

Read the agreement for references to exhibits, schedules, appendices, statements of work, order forms, policies, addenda, and other incorporated material. For each reference, capture the smallest useful excerpt and its exact source location, then match it to the inventory.

Use a simple state for every item: present, missing, unclear, or expected later. The label is an observation about the review set, not a conclusion about the contract. When a reference is ambiguous, preserve that ambiguity for the next reviewer rather than guessing which file it means.

• Quote the reference with enough surrounding language to verify it.
• Name the matching file when one is present.
• Record a gap when no matching file can be found.
• Do not infer an attachment's contents from its title.

Show the business dependency behind each gap

A missing item becomes easier to prioritize when the team explains the operating question attached to it. Note whether the absent material appears connected to scope, specifications, pricing, a location, a service level, implementation work, or another part of the business plan. Point back to the source reference without deciding its legal effect.

Then identify the person who can confirm the business assumption. Procurement may know which pricing sheet was negotiated, while operations may know which locations or deliverables were expected. That confirmation is useful context for counsel, but it does not replace the absent document.

• Describe the assumption in plain business terms.
• Name the workflow, cost, date, or commitment it could affect.
• Assign an internal owner who can supply context or request the file.
• Keep unverified assumptions open.

Turn the gaps into bounded counsel questions

Avoid a broad note such as “exhibits missing.” Give counsel the source reference, the inventory state, the related business assumption, and the decision the team needs. One question may ask what additional material is needed to review a specific provision; another may ask how to handle a referenced item that the counterparty says will arrive later.

Separate legal questions from document collection and internal confirmation. The contract owner can chase a file, an operator can confirm a workflow, and counsel can address meaning, drafting, and acceptable risk. A clear lane for each item keeps the handoff moving without disguising who owns the judgment.

• Which source passage points to the absent item?
• What business assumption depends on it?
• What has the counterparty or internal owner confirmed?
• What legal or drafting decision remains for counsel?

Send an incomplete-set packet that shows its limits

The handoff should include the frozen file inventory, business brief, attachment-reference table, prioritized gaps, internal follow-ups, and source-backed questions. Put the missing-items summary near the front so no reviewer mistakes the packet for a complete agreement set.

For each uploaded contract, CounselOS can keep clause extracts tied to source spans, compare findings with the company playbook, capture questions beside the relevant language, and export selected findings in a review packet. The attachment inventory remains a human-reviewed coordination record; CounselOS keeps the available contract evidence traceable while the team and its attorney decide how to address what is missing.