Review Commercial Lease Against Company Playbook

---
name: review-commercial-lease-company-playbook
task_id: intellectual-property/review-commercial-lease-against-company-playbook
description: Reviewing a draft commercial lease against a real estate contracting playbook and related deal correspondence to produce a prioritized deviation report with recommended redline language.
activates_for: [planner, solver, checker]
---

# Skill: Review Commercial Lease Against Company Playbook

## 1. Subject-matter triage

- Treat the lease as a tenant-side deviation review, not a generic document summary.
- Read the playbook first, then the lease, then the deal correspondence, and reconcile all three before drafting any issue.
- If the source set contains only one lease draft or one playbook version, say so and review that single universe; do not invent alternate iterations.
- If multiple leases, exhibits, amendments, or correspondence threads are present, enumerate them before analysis and tie each issue to the specific source item(s) that control it.

## 2. Failure modes the skill is correcting

- Reviewing the lease without anchoring each point to the playbook position and any deal-specific carveout or business term.
- Missing a transaction term that appears in correspondence but not in the lease draft.
- Blurring mandatory playbook deviations with negotiable preferences, which makes the report unusable for business and counsel.
- Producing a deviation list without concrete redline language that can be lifted into markup.
- Using generic labels like “important” or “bad” instead of a consistent severity scale.
- Stating a problem without identifying the controlling clause interaction and the practical consequence for the client.

## 3. Legal frameworks / domain conventions that apply

- Commercial lease review from the tenant’s perspective centers on economics, operating control, and exit flexibility, with particular attention to rent structure, escalations, operating expense pass-throughs, tenant improvement allowance mechanics, assignment and subletting, use rights, exclusivity, casualty and condemnation relief, holdover, and subordination / non-disturbance / attornment.
- Operating expense provisions should be tested for scope, exclusions, caps on controllable items, reconciliation mechanics, audit rights, and timing of objections.
- Assignment and subletting provisions should be tested for whether consent is required, whether consent may be withheld unreasonably, and whether affiliate transfers or restructuring events are exempt.
- Casualty and condemnation provisions should be checked for rent abatement, restoration obligations, termination rights, and the relationship between damage duration and tenant remedies.
- Holdover provisions should be checked for duration, premium rate, and whether the premium escalates after a stated period.
- Subordination / non-disturbance / attornment provisions should be reviewed for lender deliverables and whether occupancy is protected if landlord financing defaults.
- Tenant improvement allowance provisions should be checked for draw mechanics, documentation, deadline to use the allowance, and whether the schedule aligns with the build-out timeline.
- Support every legal position with the controlling authority the source documents invoke, or with the applicable contract principle / lease doctrine commonly used in commercial leasing.

## 4. Analytical scaffolds

1. Map each playbook requirement to the corresponding lease section and mark whether the lease is compliant, deviates, or is silent.
2. Cross-check each lease issue against the deal correspondence to see whether the term was negotiated, preserved, waived, or left open.
3. For each deviation, state the playbook position, the lease language or concept that departs from it, the severity, and the downstream business consequence.
4. Draft recommended redline language that is specific enough to be inserted into the lease, not merely paraphrased policy guidance.
5. Distinguish between non-starters and negotiable items; if a point is acceptable only with a condition, state the condition.
6. Test each issue for clause interaction: ask whether another section, exhibit, or consent requirement changes the practical result.
7. If the lease includes a fallback, carveout, or landlord discretion standard, evaluate whether it actually cures the playbook concern or merely narrows it.
8. When a clause turns on timing, thresholds, or notice windows, state the relevant threshold from the source materials and explain the effect of missing it.
9. For each issue, close the analysis by linking the deviation to the client impact: economic cost, operational constraint, occupancy risk, or leverage loss.
10. If the source documents identify a governing rule, standard, or process, cite it by name in the issue entry rather than using a conclusory shorthand.

## 5. Vertical / structural / temporal relationships

- Track vertical hierarchy across the lease package: main body, exhibit schedules, rider provisions, estoppel forms, SNDA forms, rules and regulations, work letters, and correspondence-driven side terms.
- Give controlling effect to more specific negotiated language over boilerplate only when the source set clearly makes that hierarchy operative.
- Flag any inconsistency between the lease body and ancillary documents, especially where a schedule quietly overrides a playbook-favored protection.
- Track timing dependencies: approval deadlines, notice periods, draw windows, cure periods, construction milestones, and any condition precedent tied to commencement or occupancy.
- Where a clause shifts over time, identify the trigger date or event and the practical consequence of the shift.

## 6. Output structure conventions

- Produce a prioritized deviation report organized from highest severity to lowest severity.
- Define the severity scale once at the top and apply it uniformly to every entry.
- For each deviation entry, include: lease section, playbook position, deviation summary, severity, source cross-reference, practical consequence, and recommended redline language.
- Keep redline language robustly readable in plain text; do not rely only on styling. Mark any substantive edit with explicit change notation such as [DELETED: …], [INSERTED: …], or [REPLACED: old → new], and include a short rationale with the change.
- Include a separate section confirming whether all transaction-specific terms from the deal correspondence appear in the lease, and flag any missing or inconsistent terms.
- End with a concise Recommended Actions block that assigns each next step to a role named in the source materials, with urgency tied to the relevant signing, comment, approval, or closing milestone.
- Do not deliver a generic memo; the primary output should read as an actionable deviation report suitable for redlining and negotiation.