Draft Commercial Lease Agreement

---
name: draft-commercial-lease-agreement
task_id: real-estate/draft-commercial-lease-agreement
description: Guides drafting of a landlord-favorable triple-net commercial lease by integrating multi-document source materials, addressing building- and lender-related constraints, and flagging cross-document issues in a companion memorandum.
activates_for: [planner, solver, checker]
---

# Skill: Draft Triple-Net Commercial Lease Agreement for Mixed-Use Retail/Office Space in Historic Building

## 1. Subject-matter triage (only if applicable)

- Treat this as a drafting-first assignment with a secondary advisory memorandum: the lease must be complete, operative, and internally consistent before any memo is prepared.
- Read the source set in this order: client instructions, LOI, property condition materials, environmental diligence, lender/mortgage rider materials, historic-preservation materials, then any ancillary exhibits or surveys.
- Identify whether the deal is single-tenant or multi-tenant, whether retail and office uses share common areas or systems, and whether any use, access, or loading constraints are specific to the historic building context.
- If the source materials conflict, prioritize client instructions over the LOI, and lender/preservation constraints over boilerplate drafting assumptions.
- If only one permissible structure exists on the source record, draft to that structure explicitly; do not hedge with alternative bracketed pathways unless the documents require contingencies.

## 2. Failure modes the skill is correcting

- Drafting a generic triple-net lease that fails to allocate taxes, insurance, operating expenses, maintenance, repair, and capital items in a landlord-favorable way.
- Ignoring the interaction among the LOI, client instructions, lender conditions, and historic-preservation materials, leaving material deal terms inconsistent across documents.
- Omitting restrictions needed for a historic building, including approval workflows, restoration obligations, and cost allocation for preservation compliance.
- Treating environmental diligence as background rather than using it to shape representations, use restrictions, indemnity scope, and alteration controls.
- Failing to align subordination, attornment, and non-disturbance mechanics with lender-required language.
- Missing the practical relationship between commencement, tenant improvements, approvals, and any rent abatement or delivery condition.
- Drafting a memorandum that summarizes issues without explaining how the lease resolves them and what remains open for client direction.
- Producing a memo that is detached from the lease text instead of cross-referencing the exact provisions or exhibits that address each issue.

## 3. Legal frameworks / domain conventions that apply

- Triple-net structure: draft the lease so base rent is payable net of landlord costs, with clear pass-throughs for taxes, insurance, and operating expenses, plus landlord-friendly definitions of excluded items and recovery mechanics.
- Expense architecture: distinguish controllable and non-controllable expenses where useful, define reconciliation timing, reserve landlord audit protections, and avoid unintended caps unless the source documents require them.
- Use and compliance: tailor permitted use, occupancy, code compliance, and nuisance provisions to the mixed-use retail/office profile and any building-specific restrictions.
- Alterations and tenant improvements: require prior written consent, compliance with applicable laws and preservation requirements, contractor controls, lien protections, and restoration at tenant expense where appropriate.
- Historic-preservation compliance: allocate responsibility for approvals, delay risk, and compliance costs under the governing preservation regime; coordinate work rules with any façade, structure, signage, or landmark limitations.
- Environmental risk allocation: use representations, covenants, indemnities, notice obligations, and remediation cooperation provisions to avoid landlord assuming undisclosed liabilities.
- Lender protections: include subordination, attornment, and non-disturbance mechanics that track the lender’s required form and preserve enforceability against financing documents.
- Casualty and condemnation: align restoration, rent abatement, insurance proceeds, and termination rights with the landlord’s financing and rebuilding position.
- Assignment, subletting, and transfer: preserve broad landlord consent rights, transfer fees, profit-sharing on excess rent where appropriate, and recapture or termination rights if contemplated by the source documents.
- Default and remedies: keep cure periods, self-help rights, additional remedies, and default interest landlord-favorable unless constrained by the source set.
- Memorandum support: when citing a legal or drafting proposition, identify the governing authority used in the source materials or a standard real-estate leasing authority; do not state the proposition as if self-evident.

## 4. Analytical scaffolds

- Build a term sheet from the source set first, then map each material term into the lease and each unresolved term into the memorandum.
- Reconcile the LOI against client instructions item by item before drafting; if a conflict exists, draft to the controlling instruction and flag the deviation in the memo.
- Review lender materials for any required mortgagee protections, notice provisions, cure periods, insurance requirements, estoppel language, or recognition language that must be mirrored in the lease.
- Review preservation materials for any approval thresholds, filing steps, work restrictions, restoration standards, or required acknowledgments that affect alterations, signage, or maintenance.
- Review property-condition and environmental materials for disclosed defects, deferred maintenance, contamination indicators, or utility limitations that should shape landlord disclaimers, tenant responsibilities, and exhibit schedules.
- Draft the lease as a coherent allocation system: premises, term, rent, escalation, expenses, maintenance, alterations, insurance, indemnity, assignment, casualty, condemnation, defaults, and post-default rights must fit together.
- Use exhibits to localize facts and obligations: legal description, premises plan, rules, work letter, insurance requirements, and any preservation-specific operating protocols.
- For the memorandum, organize each issue by source conflict or drafting choice, state the resolution, identify any remaining open point, and tie it to the relevant lease section or exhibit.
- Keep the draft landlord-favorable, but avoid overreaching positions that directly contradict an express source requirement unless the memo flags the deviation and its rationale.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Treat commencement, delivery conditions, rent commencement, and tenant-improvement completion as linked events; if one depends on approvals or work completion, state the sequence expressly.
- If preservation approval is a prerequisite to alterations or buildout, layer the timeline so landlord consent and preservation consent are separate conditions, each with its own consequence for delay.
- Coordinate any free-rent or abatement period with the actual delivery, buildout, and approval timeline so the rent provisions do not drift from the possession provisions.
- If the lender requires notice or cure windows, build those into the lease’s default and enforcement timeline rather than relying on general boilerplate.
- If casualty or condemnation could affect a historic structure, draft restoration timing and termination thresholds to account for rebuilding constraints and lender rights.

## 6. Output structure conventions

- Produce a complete lease agreement as a standalone operative document with industry-standard commercial lease sections and all necessary exhibits, schedules, and referenced attachments.
- Produce a separate drafting memorandum that is concise but specific, covering the principal cross-document issues, the drafting resolution adopted, and any item needing client decision.
- In the lease, use conventional commercial lease headings and cross-references; do not mirror any hidden checklist or internal evaluation structure.
- In the memorandum, use a practical issue-by-issue format with a clear severity assessment for each open item, a short explanation of why it matters, and a recommended next step.
- Make the lease the primary deliverable and confirm it is fully populated before finalizing the memorandum.
- Ensure both filename outputs match the task instructions exactly: `lease-agreement.docx` and `drafting-memorandum.docx`.