Identify Issues In Counterparty Purchase And Sale Agreement

---
name: identify-issues-in-counterparty-purchase-and-sale-agreement
task_id: real-estate/identify-issues-in-counterparty-purchase-and-sale-agreement
description: Guides buyer-side identification of issues in a seller's draft purchase and sale agreement by anchoring each issue to the executed letter of intent, the buyer's acquisition playbook, and financial due diligence, and producing a prioritized issues memorandum.
activates_for: [planner, solver, checker]
---

# Skill: Identify Issues in Counterparty Purchase and Sale Agreement — Issue Memorandum for Commercial Office Acquisition

## 1. Subject-matter triage
- This is a buyer-side issue-spotting and comparison task, not a drafting task.
- Treat the executed letter of intent, buyer playbook, and financial summaries as the controlling comparison set.
- If multiple properties, tranches, or versions are provided, enumerate them first and analyze each separately before generalizing.
- If only one asset and one draft PSA are in scope, say so affirmatively and analyze that single transaction only.

## 2. Failure modes the skill is correcting
- Reviewing the seller draft against generic buyer-favorable norms instead of the executed letter of intent, which misses deal-specific deviations.
- Treating the purchase agreement in isolation and failing to cross-check leases, operating data, and diligence summaries against the seller’s representations and covenants.
- Omitting buyer-playbook positions, especially mandatory protections that are not obvious from the letter of intent alone.
- Flattening all issues into one undifferentiated list, which obscures true risk and negotiation leverage.
- Describing problems without linking them to transaction size, a cross-referencing document, and the concrete buyer consequence.
- Stating legal conclusions without identifying the governing transactional principle, contract doctrine, or market-standard baseline supporting the critique.

## 3. Legal frameworks / domain conventions that apply
- The executed letter of intent is the deal baseline; when the seller draft departs from it, the deviation is a buyer-side issue unless later confirmed as an agreed change.
- PSA provisions typically cluster around price mechanics, earnest money, diligence access, closing conditions, title and survey, representations and warranties, covenants, indemnity, survival, caps, prorations, defaults, and remedies.
- Buyer protection usually depends on breadth of representations, the length and structure of diligence, the refundability of deposit funds, and the ability to terminate if conditions are not satisfied.
- Ordinary-course operating covenants are central in a commercial office acquisition because rent roll changes, lease amendments, abatements, concessions, and material contracts can shift underwriting before closing.
- Proration and closing-adjustment mechanics should be checked against the financial summaries and rent roll to confirm they reflect the actual income and expense profile.
- Survival and liability limitations are the principal post-closing recourse controls; narrower survival, higher knowledge qualifiers, broad disclaimers, or low caps materially reduce recovery.
- Financing contingencies, if included in the deal baseline, must be preserved with their stated conditions and deadlines; if omitted from the draft, that omission is a substantive buyer issue.
- The buyer’s playbook governs internal risk tolerance; any seller position that violates a playbook-required position should be treated as a priority negotiation item even if it is marketable elsewhere.

## 4. Analytical scaffolds
- Extract the economic and risk terms from the letter of intent, then compare the seller draft clause by clause against that baseline.
- Review the buyer playbook article by article and test whether the draft satisfies each required buyer position; identify any gap as an issue.
- Compare rent roll, operating expense summary, and other financial diligence materials against the draft’s representations, disclosure qualifiers, and proration language.
- Read the seller’s transmittal or markup notes for stated deal priorities, then calibrate which points are likely to move and which are likely to require escalation.
- Separate issues into clearly ranked tiers using a uniform ordinal severity scale defined once at the top of the memo.
- For each issue, include the section reference, the seller’s position, the controlling baseline, the buyer impact, and the proposed counter-position.
- Close every issue with three moves: tie it to a figure, term, or threshold from the source set; cross-reference the interacting clause or document; and state the downstream consequence for the buyer.
- Identify compounding combinations, such as a short diligence period paired with hard deposit timing, or narrow survival paired with a low liability cap.
- Where a legal proposition is invoked, cite the governing contract principle, rule, or market convention by name rather than stating the conclusion bare.

## 5. Vertical / structural / temporal relationships
- Treat earnest money, going-hard timing, and diligence duration as one interlocking risk structure; assess them together because they determine the buyer’s capital exposure before closing.
- Treat representations, survival, liability cap, and exclusive remedies as one post-closing recovery structure; assess them together because a weakness in one clause often magnifies the others.
- Treat rent roll, lease status, operating expenses, and prorations as one economic accuracy structure; compare the PSA text to the underlying financial summaries for consistency.
- Treat closing conditions, termination rights, and refund mechanics as one exit-right structure; if any leg is narrowed, the buyer’s ability to walk away may be impaired.
- Treat seller operating covenants and prohibited actions as the in-period control structure; analyze them against anticipated lease activity and expense approvals during the gap period.

## 6. Output structure conventions
- Prepare a prioritized issues memorandum in industry-conventional form, using the transaction documents as the organizing spine rather than a rubric-style checklist.
- Open with a brief executive summary identifying the highest-risk points and the overall negotiation posture.
- Define the severity scale once near the top and apply it uniformly to each issue entry.
- Organize the body by priority tier, then by agreement section or topic within each tier.
- For each entry include: section reference, concise issue description, baseline comparison, buyer impact, severity, and recommended counter-position.
- Each issue entry should be self-contained and should not rely on unstated context from other entries.
- End with a Recommended Actions block that lists concrete next steps in imperative form, identifies the responsible role, and ties each step to a transaction milestone or immediate deadline if one is available from the source documents.
- Use the filename specified in the task instructions exactly: `psa-issues-memorandum.docx`.