Draft Commercial Lease Negotiation

---
name: draft-commercial-lease-negotiation
task_id: real-estate/draft-commercial-lease-negotiation
description: Guides preparation of a full tenant-side lease negotiation package by aligning redline positions against the governing baseline documents and internal requirements, and producing all required deliverables in consistent form.
activates_for: [planner, solver, checker]
---

# Skill: Commercial Lease Negotiation — Tenant Representation

## 1. Subject-matter triage
- Treat the landlord lease package, the tenant requirements memo, and the term sheet as a single negotiating set; identify which document governs each topic before drafting.
- Separate base-lease issues from rider, exhibit, work-letter, security, insurance, and operational-document issues so amendments stay internally consistent.
- If the package includes multiple drafting targets, identify the complete set up front and draft the primary lease redline before any memo or comparison summary.
- If only one document controls a topic, state that explicitly rather than implying a conflict.

## 2. Failure modes the skill is correcting
- Redlining the landlord form in isolation, without anchoring each change to the governing baseline or the tenant’s stated requirements.
- Producing a markup that cannot be reconstructed from plain text because the change is visible only through Word formatting.
- Omitting related rider language or ancillary provisions, which leaves conflicts between the lease body and attached forms.
- Drafting issue notes that describe a problem but do not tie it to the governing documents, the deal economics, and the practical consequence for the tenant.
- Treating economic business points and legal drafting points as separate when they must be harmonized across the lease, rider, and comparison materials.
- Failing to surface conflicts between commencement, build-out, allowance mechanics, and rent commencement timing.
- Allowing operational laboratory or office-use requirements to be buried in general use language instead of being made explicit where they drive risk.
- Preparing a summary that is not actionable because it lacks priority, recommendation, and sequencing.

## 3. Legal frameworks / domain conventions that apply
- Use the term sheet or equivalent agreed baseline as the principal deal anchor; deviations from it are tenant-side negotiation points requiring justification.
- Office and laboratory leases commonly require careful drafting around permitted use, hazardous materials, HVAC, utilities, access, and building services.
- Base rent, operating expenses, free rent, tenant improvement allowance, and security deposit mechanics are core economic terms and should be kept aligned across all deliverables.
- Operating expense and CAM provisions typically require exclusions, audit rights, statement timing, and caps on controllable items where market-appropriate.
- Expansion, renewal, assignment, and subletting provisions affect long-term flexibility and should be tested against the tenant’s business plan.
- Work-letter and build-out provisions may control commencement, substantial completion, allowance disbursement, and rent abatement timing.
- Security deposit provisions and any letter of credit exhibit must match on issuer standards, draw rights, renewal, reduction, and return mechanics.
- If the package implicates environmental, safety, or laboratory-use obligations, the drafting should allocate responsibility between pre-existing conditions and tenant-permitted operations using the controlling lease language and applicable environmental law.
- Where applicable, cite the controlling lease clause, exhibit, schedule, or governing legal authority by name and section when stating a legal proposition.

## 4. Analytical scaffolds
- Start with a clause-by-clause comparison of the landlord form against the governing baseline, then compare each issue against the tenant’s requirements memo and term sheet.
- For each substantive change, include a robust textual marker that survives export and plain-text review, such as an insertion, deletion, or substitution tag, and pair it with a short rationale note.
- For each issue, identify: the affected clause or exhibit, the source of the tenant position, the business or legal reason for the change, and the downstream tenant consequence if the issue is left open.
- When a topic appears in more than one document, reconcile the provisions together and note which text should control if there is an inconsistency.
- Track economic implications separately from drafting mechanics, but present them together where one drives the other.
- When the lease timing depends on build-out, occupancy, allowance funding, or landlord-delivered conditions, analyze the sequence from delivery through commencement through rent start before finalizing the markup.
- Use a consistent severity scale for issue identification, and apply it uniformly across the analysis.
- For the issue summary, give each item a recommendation that states the action, the responsible party, and the timing pressure.
- If a source document gives a controlling authority, cite it directly; otherwise rely on the governing lease documents and standard market convention without over-asserting legal conclusions.

## 5. Vertical / structural / temporal relationships
- Read base lease, rider, exhibit, and work-letter provisions as a single system; a fix in one section may require conforming edits elsewhere.
- Where the rider and base lease address the same subject, draft them to be consistent and make clear which provision prevails.
- Align commencement, substantial completion, allowance disbursement, free-rent, and first-rent timing so the tenant is not paying before the premises are usable for the intended business.
- If transfer rights, insurance obligations, environmental provisions, or operating-expense definitions depend on defined terms elsewhere, confirm those definitions before redlining the operative clause.
- When the package contains more than one counterparty or property component, evaluate each separately before combining them into a final tenant package.

## 6. Output structure conventions
- Draft the redlined lease first, then the redlined rider, then the comparison matrix, then the issue-summary memo.
- The redlined lease and rider must be full operative markups, not descriptions of changes.
- Every substantive change should be visible in plain text as well as in document styling, and each should carry a short rationale note.
- The comparison matrix should present each material term in a side-by-side form that shows the governing baseline, the landlord form, and the tenant position.
- The issue-summary memo should be organized by priority, with concise recommendations that are usable in negotiation.
- Use industry-conventional document shapes; do not mirror any hidden checklist or rubric phrasing.
- Ensure all filenames match the task instructions exactly: `redlined-lease.docx`, `redlined-rider.docx`, `comparison-matrix.xlsx`, and `issue-summary-memo.docx`.
- Before finishing, confirm that the primary draft files exist, are non-empty, and contain operative drafting rather than only commentary.