Draft Federal Complaint Drafting

---
name: draft-federal-complaint-drafting
task_id: litigation-dispute-resolution/draft-federal-complaint-drafting
description: Drafting a federal complaint for breach of contract and fiduciary duty requires pleading each claim element with factual specificity across the source record, and preparing the separate supporting deliverables required by the task instructions.
activates_for: [planner, solver, checker]
---

# Skill: Federal Complaint Drafting — Breach of Contract and Fiduciary Duty

## 1. Subject-matter triage

- Treat the complaint as the primary deliverable and draft it first; do not treat the cover memo or exhibit list as substitutes for the pleading.
- Confirm the source file supports federal jurisdiction, venue, standing, and the requested parties before drafting any count.
- If the matter file contains multiple agreements, amendments, minutes, emails, certifications, or audit materials, map them into a single chronology before writing the complaint.

## 2. Failure modes the skill is correcting

- Pleading claims at the label level rather than element-by-element with supporting facts drawn from the source documents.
- Failing to connect each alleged breach to a specific contractual provision, fiduciary obligation, or factual admission in the record.
- Missing alternative or related theories that are plausibly supported by the file, including aiding-and-abetting, unjust enrichment, declaratory relief, accounting, fraud-based theories, or veil-related theories where the facts and jurisdiction support them.
- Omitting the exhibit list and strategic cover memo, which are separate required deliverables in this task.
- Failing to use the source record to test for inconsistencies, timeline gaps, or admissions that can support bad-faith, notice, scienter, or damages allegations.
- Writing the complaint as narrative summary only, without converting the facts into pleaded elements, jurisdictional allegations, and a coherent prayer for relief.

## 3. Legal frameworks / domain conventions that apply

- Federal pleading standards: Rule 8(a) for a short and plain statement; Twombly and Iqbal for plausibility; Rule 9(b) for fraud, misrepresentation, and mistake, if asserted.
- Subject-matter jurisdiction and venue: plead the applicable jurisdictional basis with the governing statute or constitutional provision; do not assume federal court is available without a jurisdictional hook.
- Breach of contract: existence of a valid contract, plaintiff performance or excuse, defendant breach, and damages; identify the provision breached and the performance due.
- Fiduciary duty: plead the relationship creating the duty, the scope of the duty, the acts or omissions constituting breach, and causation of harm.
- If the file supports it, evaluate related common-law or statutory theories such as breach of the implied covenant, fraud, negligent misrepresentation, conversion, unjust enrichment, accounting, declaratory relief, rescission, or injunction.
- If pleading fraud-based claims, specify the Rule 9(b) particulars: who said or did what, when, where, by what medium, and why it was false or misleading.
- Use the controlling authority that matches the claim and forum; do not state a doctrine without naming the rule, statute, or leading case supporting it.
- Preserve consistency between the complaint, exhibit list, and cover memo so the memo does not overstate claims that the complaint does not actually plead.

## 4. Analytical scaffolds

- Read the operative agreement(s) first, then amendments, side letters, board materials, financial certifications, audit findings, and emails to identify each obligation, condition, trigger, and breach theory.
- Build a claim-by-claim matrix: element, supporting fact, source document, and litigation purpose.
- For each claim, identify the strongest factual allegations, the weakest link, and any backup theory if the primary theory is not independently sufficient.
- Use the chronology to separate formation, performance, notice, breach, concealment, and damages.
- Where the matter file contains multiple potential wrongs, enumerate them before analysis, then decide which belong in the complaint, which belong only in the memo, and which should be excluded.
- For fraud or misrepresentation theories, trace the statement or omission to the speaker, recipient, date, medium, and falsity basis.
- For fiduciary duty, identify the relationship facts that elevate the obligation beyond ordinary contracting.
- For damages, plead the type and causal chain, but avoid speculative arithmetic unless the source record gives a clear basis.
- Prepare the exhibit list by matching each exhibit to the allegation set it supports and indicating whether it is a contract, amendment, minute, email, certification, audit, or other source.
- Prepare the cover memo as a litigation strategy document: likely defenses, motions, pleading vulnerabilities, settlement leverage, and early case steps.
- If there is more than one viable party, claim, time period, or transaction path, enumerate each one separately before drafting so no theory is collapsed into a single generalized pass.

## 5. Vertical / structural / temporal relationships

- The initial agreement defines baseline rights; later amendments, waivers, approvals, side agreements, or third-party arrangements must be tested against that baseline.
- Sequence matters: formation, performance, notice, repudiation, concealment, and harm should be pleaded in temporal order unless a different order better matches the legal theory.
- Board action, certifications, and audit dates can anchor knowledge, authorization, reliance, and damage timing.
- If later conduct alters the parties’ relationship, explain whether it constitutes waiver, modification, ratification, consent, concealment, or a separate breach.
- If the same facts support both liability and remedies, keep liability allegations separate from remedial allegations so the counts remain clean and plausible.

## 6. Output structure conventions

- Complaint: caption | jurisdiction and venue | parties | factual allegations | separate counts for each viable claim | requested relief | jury demand if appropriate.
- Each count should begin with the governing legal standard, then allege the specific facts satisfying each element.
- Include an exhibit list that names each exhibit, describes it briefly, and states its evidentiary role in the pleading.
- Include a strategic cover memo that is candid about claim strength, missing proof, potential defenses, motion risk, and recommended next steps.
- Use professional litigation drafting conventions: numbered paragraphs, clear party definitions, defined terms for recurring concepts, and relief tailored to the pleaded claims.
- Keep the three files aligned in scope: the complaint should contain the operative allegations, the exhibit list should support them, and the memo should frame them strategically without adding unsupported facts.
- Before finishing, confirm by name that `federal-complaint.docx`, `exhibit-list.docx`, and `cover-memo.docx` are each created, non-empty, and internally consistent with one another.