Draft Markup Of Counterparty Purchase And Sale Agreement

---
name: draft-markup-of-counterparty-purchase-and-sale-agreement
task_id: real-estate/draft-markup-of-counterparty-purchase-and-sale-agreement
description: Guides buyer-side article-by-article markup commentary of a seller's draft purchase and sale agreement by reconciling against the negotiated term sheet, the buyer's playbook, and due diligence findings, and producing a structured commentary memo with prioritized positions.
activates_for: [planner, solver, checker]
---

# Skill: Draft Markup of Counterparty Purchase and Sale Agreement — Redline Markup with Commentary

## 1. Subject-matter triage

- Treat the seller’s draft PSA, the LOI, the buyer playbook, the Phase I summary, and the title commitment as one integrated source set.
- First determine whether the task requires only commentary, only markup, or both; if both are requested or implied, the markup file must be produced first and the commentary memo second.
- Identify the governing deal posture up front: which LOI terms are fixed, which are open, and which diligence items require bespoke drafting.
- If only one property, one seller entity, and one PSA are in scope, state that plainly and analyze that single transaction only; do not generalize across hypothetical deals.
- Flag any missing source that prevents a clean issue call, but continue with a conditional markup position where the record permits.

## 2. Failure modes the skill is correcting

- The draft answers with a generic buyer-favorable edit set instead of reconciling the PSA to the actual LOI and diligence record.
- The draft produces commentary without a usable markup record, or a markup without commentary, when the assignment calls for a buyer-side article-by-article memo.
- The draft identifies problems in isolation and misses how title, environmental, survival, indemnity, and closing-condition provisions interact.
- The draft fails to distinguish negotiated deviations from ordinary buyer-playbook preferences, making priorities indistinct.
- The draft omits the operational consequence of each issue, so the client cannot tell what matters for closing, pricing, or post-closing protection.
- The draft states a legal result without tying it to the applicable real-estate or contract doctrine that supports it.
- The draft relies only on visual redline styling, which can disappear in conversion and leave the change set unreadable.

## 3. Legal frameworks / domain conventions that apply

- Use the LOI or similar term sheet as the baseline deal framework; any seller-draft term that departs from it is a markup issue unless later superseded in writing.
- Read the PSA as a coordinated risk-allocation document, not a set of isolated clauses: purchase mechanics, deposit treatment, due diligence, closing conditions, title, representations, covenants, survival, indemnity, default, and remedies must be aligned.
- Map title exceptions against the permitted-exception definition, survey status, and any agreed cure obligations; title issues are not resolved by labeling them “customary” unless the PSA actually permits them.
- Read the Phase I summary and other environmental diligence together with the environmental reps, closing conditions, indemnity, and survival provisions; disclosed conditions should be reflected in specific drafting, not left to generic boilerplate.
- Apply ordinary contract interpretation principles and real-property sale conventions when assessing whether the seller draft preserves the buyer’s intended closing rights and post-closing recourse.
- Treat specific performance and equitable relief as real-estate-specific remedies that must be preserved or narrowed expressly, not assumed.
- Treat any foreign-seller tax withholding mechanics as a closing-process issue that must be integrated with reps, certificates, and closing deliverables if applicable.

## 4. Analytical scaffolds

- Start by extracting every deal point from the LOI and any buyer-playbook position that bears on the PSA; then compare each against the seller draft article by article.
- For each article, identify: seller draft position, deviation from the LOI or playbook, the buyer position to press, and the reason the issue matters.
- When a diligence item exists, ask how it should change the PSA text: does it require a representation, disclosure schedule item, condition to closing, cure right, indemnity, or special survival treatment?
- When title exceptions exist, test whether the PSA’s permitted-exception basket is too broad, too vague, or inconsistent with the buyer’s underwriting assumptions.
- When covenant timing matters, evaluate whether the seller’s interim-operation restrictions are tight enough to preserve the asset between signing and closing.
- When remedies matter, test the combined effect of termination rights, deposit return mechanics, specific performance, and any liability limitations.
- Use a consistent commentary format for each article so the memo can be scanned quickly by deal counsel and the business team.
- Include a change-marking convention that remains legible in plain text, such as [DELETED: …], [INSERTED: …], or [REPLACED: old → new], and attach a short rationale to each substantive change.
- If the memo discusses a legal proposition, name the controlling authority or governing rule that supports it, using the contract, statute, regulation, or doctrine that actually controls the point.

## 5. Vertical / structural / temporal relationships

- Deposit, diligence, and outside date must be analyzed together: a shorter review period, earlier hardening of the deposit, or a faster outside date changes the buyer’s capital exposure and negotiating leverage.
- Title, survey, and closing conditions must be analyzed together: an issue that is unacceptable on title but technically “permitted” in the abstract may still require a closing condition or specific cure obligation.
- Environmental diligence, closing timing, and survival must be analyzed together: a known issue may need pre-closing work, a closing condition, and post-closing recourse if the seller cannot cure before signing.
- Seller representations, survival, and liability cap must be read as one package; a short survival or low cap can erase meaningful recourse even if the representation language itself is strong.
- Interim covenants, financing, tenant matters, and casualty/condemnation provisions should be checked for timing conflicts that could let the seller change the asset before closing.
- Default, specific performance, and deposit treatment should be read together so the memo captures the actual remedy stack available if the deal breaks.

## 6. Output structure conventions

- The primary deliverable is a commentary memo organized by PSA article or logically equivalent section groupings; if a redline is also produced, the commentary must still stand on its own.
- Use a defined ordinal severity scale at the top of the memo and apply it uniformly to every entry, such as Critical, High, Medium, or Low.
- For each entry, include at least: article/section reference, seller draft position, issue summary, severity, buyer-required position, basis, and practical consequence.
- Each issue write-up should close the loop by stating the relevant scale of impact drawn from the deal record, the clause or diligence item it interacts with, and the downstream consequence for the buyer.
- Where the assignment calls for markup, make every substantive edit explicit in text, not only by styling, so the change survives DOCX or plain-text conversion.
- End with a concise Recommended Actions block that tells the deal team what to revise, who should do it, and when it should happen relative to the next transaction milestone.
- Keep the tone as a buyer-side markup commentary memo: direct, article-specific, and actionable, with no filler and no generic treatise language.
- If a deliverable filename is specified, use it exactly as instructed.