Draft Purchase And Sale Agreement

---
name: draft-purchase-and-sale-agreement
task_id: real-estate/draft-purchase-and-sale-agreement
description: Guides drafting of a commercial office building purchase and sale agreement by integrating source materials such as a letter of intent, due diligence findings, operating data, and negotiation notes into a complete instrument with a companion issues memo.
activates_for: [planner, solver, checker]
---

# Skill: Draft Purchase and Sale Agreement for Commercial Office Building Acquisition

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

- Treat the letter of intent as the economic baseline, then test every later note, diligence finding, and operating exhibit against it before drafting.
- Identify whether the source set contains one deal path or multiple contingencies; if there is more than one open path, separate them before drafting operative language.
- Draft the agreement first and the issues memo second; do not let the memo substitute for a completed contract.
- Preserve deal-specific assumptions only if they are supported by the source materials; otherwise bracket them for confirmation.

## 2. Failure modes the skill is correcting

- Drafting from the letter of intent alone and missing later negotiation points, which leaves the agreement out of sync with the actual transaction.
- Failing to translate diligence findings into representations, disclosure schedules, covenants, or indemnity provisions, which leaves known property risks unallocated.
- Omitting rent roll and operating data in the lease and income representations, which creates internal inconsistencies and closing disputes.
- Using generic real-estate forms without conforming the mechanics for deposit, diligence, closing deliverables, prorations, survival, and remedies to the deal record.
- Leaving title, survey, environmental, or inspection issues unstated in the draft, which forces late-stage rewrites.
- Producing only an issues memo or only a draft PSA, rather than both deliverables.

## 3. Legal frameworks / domain conventions that apply

- Use the customary commercial PSA structure: purchase price, earnest money, diligence period, title and survey review, conditions to closing, representations and warranties, covenants, closing deliverables, prorations, casualty and condemnation, default remedies, survival, and miscellaneous provisions.
- Conform the draft to the letter of intent on price, deposit timing, diligence rights, closing date mechanics, and any expressly agreed seller or buyer obligations.
- Use title commitment, survey, and legal description materials to define permitted exceptions, objection rights, and the deed description.
- Align lease and income representations with the rent roll and operating statements; if the source materials diverge, disclose the variance and choose a closing condition or a bringdown covenant.
- Treat environmental and inspection findings as drafting inputs to knowledge qualifiers, special disclosures, remedial covenants, indemnities, or purchase price adjustments, depending on how the source record allocates risk.
- Include ordinary-course operating covenants that restrict material lease changes, new contracts, casualty actions, and other pre-closing conduct inconsistent with the agreed baseline.
- Include prorations and adjustments for taxes, rents, security deposits, reimbursements, utilities, and similar recurring items using a clear closing statement mechanism.
- Address non-foreign seller certification and related withholding mechanics under FIRPTA, 26 U.S.C. § 1445, if the source materials indicate a taxable real-property transfer.
- Address post-closing survival and liability limitation terms explicitly, because those terms govern the practical value of the representations and indemnities.
- Use controlling legal authority for any affirmative legal proposition stated in the drafting or memo; do not state a conclusion without naming the governing rule, statute, regulation, or standard practice.

## 4. Analytical scaffolds

- Extract every economic and timing term from the baseline deal record, then test later notes for additions, deletions, or overrides.
- Walk the source set document by document, and for each point ask: is this already reflected, does it need a new clause, does it belong in an exhibit, or does it remain open?
- For each diligence issue, determine the correct drafting home: representation, schedule, covenant, condition precedent, indemnity, or casualty-style adjustment.
- For each lease or operating data point, confirm the parties, term, rent, deposits, options, defaults, and income treatment are internally consistent before writing the representation language.
- For each title or survey item, decide whether it is a permitted exception, an objectionable item, or a closing deliverable to be cured.
- For each open point, either resolve it in the draft if the source materials supply the answer, or leave a bracketed placeholder only where the record truly does not support a final term.
- For the companion memo, frame each issue as: source, conflict or gap, drafting choice, legal or transactional consequence, and any item still needing direction.
- Where the transaction turns on a specific doctrine or statutory rule, cite the authority directly in the draft note or memo discussion rather than relying on generic phrasing.

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

- Make sure the deposit and diligence timing work together so the buyer’s risk increases only as intended by the source materials.
- Make sure any extended diligence tied to environmental review or inspection findings is long enough to support the stated investigative rights.
- Make sure rent roll dates, operating statement periods, and lease representation dates all align with the closing snapshot used in the agreement.
- Make sure covenants during the interim period preserve the condition of the property and the economics that the PSA assumes at closing.
- Make sure closing deliverables, including deed, assignment documents, bills of sale, FIRPTA materials, and estoppel-style items if requested by the source record, are cross-referenced consistently.

## 6. Output structure conventions

- Purchase and sale agreement: draft as a complete, stand-alone commercial PSA with conventional article sequencing and transaction-specific exhibits or schedules.
- Use clear exhibit references for the legal description, title objections or permitted exceptions, rent roll, form conveyance documents, and any disclosure schedules.
- If a source item is unresolved, bracket it in the agreement and flag it in the memo; do not silently omit it.
- Drafting issues memo: organize by source document or issue category, using a concise issue / resolution / remaining question format.
- For each memo entry, state the issue, explain how the draft addresses it, and identify any remaining approval item or factual gap.
- End the memo with a short Recommended Actions section that assigns the next step to the appropriate role and ties it to the transaction milestone.
- Before finishing, confirm that the PSA file is complete and operative, and that the issues memo actually records the drafting decisions rather than merely describing the source materials.