Identify Issues In Counterpartys Proposed Office Lease Agreement

---
name: identify-issues-in-counterpartys-proposed-office-lease-agreement
task_id: real-estate/identify-issues-in-counterpartys-proposed-office-lease-agreement
description: Guides tenant-side identification of issues in a proposed office lease by anchoring each issue to the tenant's requirements and stated priorities, benchmarking economics against available market information, and producing a prioritized issues memorandum.
activates_for: [planner, solver, checker]
---

# Skill: Identify Issues in Counterparty's Proposed Office Lease Agreement — Issue Memorandum

## 1. Subject-matter triage

- Treat the tenant’s space requirements, engagement letter, and market comparables as the controlling source set; every issue should be traced to one or more of them.
- If the source set contains multiple tenant entities, multiple suites, multiple phases, or multiple lease forms, enumerate each one before analysis and assess it separately.
- If only one lease and one tenant profile are in scope, state that explicitly and proceed on that basis.
- Distinguish true deal-breakers from negotiable departures and minor clean-up points; do not dilute core economic or operational risks with style comments.

## 2. Failure modes the skill is correcting

- Reviews that rely on generic tenant-favorable positions instead of the tenant’s stated requirements and priorities, missing use-specific and operationally specific defects.
- Issue lists that recite clauses without tying them to market context, required space features, or the client’s stated constraints.
- Summaries that identify a problem but do not explain its scale, its interaction with related lease terms, or its practical effect on the tenant.
- Memoranda that group all deviations together, making it impossible to separate must-fix items from matters that are merely market departures.
- Analyses that ignore compounding economics, such as rent, expense pass-throughs, TI economics, free-rent timing, and commencement mechanics moving together.
- Reviews that fail to carry forward negotiated protections across related clauses, such as assignment, subletting, use, defaults, options, and lender protections.

## 3. Legal frameworks / domain conventions that apply

- Tenant requirements control the baseline: any lease term inconsistent with a stated space requirement or engagement-letter instruction is a priority issue.
- Office-lease economics should be tested against customary deal terms, including base rent, expense recovery, TI economics, abatements, parking, renewal economics, and delivery/commencement mechanics.
- Operating-expense language should be tested for scope, exclusions, gross-up mechanics, caps, audit rights, and notice requirements because those drive occupancy cost.
- Permitted-use language should be broad enough for current operations and reasonably anticipated adjacent uses; narrow drafting can become an operational constraint.
- Assignment, subletting, affiliation, and change-of-control language should preserve ordinary business flexibility and avoid unreasonable consent leverage.
- Default, notice, and cure provisions should be checked for symmetry, practical cure periods, and tenant self-help or offset rights where customary.
- Lender and title protections should be reviewed for subordination and non-disturbance mechanics so the tenant’s occupancy is not left vulnerable.
- Renewal and expansion mechanics, if present, should be clear as to exercise timing, rent determination, condition of continued occupancy, and personal-versus-transferable scope.
- Any legal proposition should be tied to the governing lease clause, the relevant source document, or a recognized market convention; do not state a conclusion in isolation.

## 4. Analytical scaffolds

- Build a requirements checklist from the space requirements and engagement letter before reading the lease; test each lease provision against that checklist.
- Build a market checklist from the comparables memo; test each economic term and risk allocation against market range, not against the landlord’s form.
- For each identified issue, record:
  - the lease section,
  - the proposed landlord language or deal point,
  - the controlling baseline from the requirements or market materials,
  - the scale of the issue using a source-based figure, threshold, term, or feature,
  - the related clause or document that changes the analysis,
  - the downstream consequence for the tenant,
  - the recommended counter-position.
- Where several provisions interact, analyze them together instead of one by one; timing, economics, and delivery conditions often change the practical result.
- For renewal options and similar contingent rights, specify the mechanics needed to make the right usable in practice, including notice window, measurement standard, and fallback process if the parties disagree.
- For commencement, rent commencement, TI delivery, and free-rent provisions, test whether the timing sequence is internally consistent and commercially workable.
- For economics that deviate from market, explain whether the deviation is a cost increase, a lost concession, a risk transfer, or a flexibility loss.
- Assign an ordinal severity to every issue using one uniform scale defined once at the top of the memorandum, and apply it consistently.
- Close each issue with the issue’s scale, the cross-referenced clause or document, and the resulting tenant consequence.
- End the memorandum with concrete next-step recommendations that direct the right people to act by the next deal milestone or, if none is stated, as soon as practicable.

## 5. Vertical / structural / temporal relationships

- If TI funding, delivery conditions, free rent, and commencement are linked, analyze the sequence as a single timeline and flag any mismatch that causes rent to start before the tenant receives the intended benefit.
- If operating-expense resets, expense stops, or gross-up mechanics depend on occupancy timing or partial occupancy, test the interaction for cost leakage.
- If renewal rent is set by market or appraisal, identify the decision path, the evidence standard, and the fallback if the parties disagree.
- If assignment, subletting, or co-location rights are limited by term stage or use stage, state when those limits bite and what operational consequence follows.
- If lender consent, estoppel, or SNDA delivery is required before possession or financing, verify that the timing condition is achievable and aligned with the tenant’s schedule.

## 6. Output structure conventions

- Draft a tenant-side issues memorandum in industry-conventional form, using a short executive summary followed by grouped issue analysis.
- Open with the severity scale definition, then a concise deal summary and a short summary of key risks.
- Group issues by severity, then by lease topic or article; do not mirror any hidden rubric section list.
- For each issue entry, include:
  - lease section reference,
  - issue description,
  - baseline from the space requirements, engagement letter, or market comparables,
  - quantified or scaled impact where the source documents allow it,
  - related clause or document,
  - consequence for the tenant,
  - recommended counter-position.
- Use clear, practitioner-style labels for severity, such as Critical, High, Medium, and Low, and apply them uniformly.
- Include a final Recommended Actions block naming the responsible business owner or counsel role and the next deal milestone or relative urgency.
- Keep the memorandum focused on substantive tenant issues; omit trivia, proofreading comments, and purely stylistic edits.
- Deliver the file as `lease-issues-memorandum.docx`.