Review Commercial Lease Review

---
name: review-commercial-lease-review
task_id: real-estate/review-commercial-lease-review
description: Guides preparation of a tenant-side negotiation-ready issues list for a commercial lease by comparing the landlord’s form against the tenant’s requirements memo and market comparables, and producing a structured issues list organized by priority for partner review.
activates_for: [planner, solver, checker]
---

# Skill: Commercial Lease Review — Issues List for Tenant Representation

## 1. Subject-matter triage
- Treat the tenant requirements memo as the primary decision document; identify every stated business, operational, and economic ask before reading the lease.
- Treat the landlord-form lease, building rules, and market comparables as a single source set; issues often arise from their interaction, not from any one document standing alone.
- If the materials contain multiple tenant locations, phases, option periods, or expansion scenarios, enumerate them first and analyze each separately rather than using a blended comparison.
- Where the source documents use defined terms, special rent mechanics, or conditional rights, preserve those mechanics precisely in the issues analysis.

## 2. Failure modes the skill is correcting
- Reviewing the lease against generic tenant-favorable norms instead of the tenant’s stated requirements, which misses business-critical departures.
- Identifying economic issues without market support, which weakens negotiating leverage and obscures what is truly out of market.
- Flagging provisions only at a high level without assessing operational consequences, which makes prioritization unusable for the partner.
- Ignoring the building rules and regulations even though they can impose separate operational burdens on the tenant.
- Collapsing multiple distinct deal points into one generic comment, which hides cross-effects and makes counterpositions harder to negotiate.
- Failing to distinguish required fixes from market departures and informational items, which blurs the negotiation strategy.

## 3. Legal frameworks / domain conventions that apply
- The tenant requirements memo is the controlling business framework for this review; any lease term that conflicts with an express requirement is a priority issue.
- Market comparables supply the commercial benchmark; terms that are materially less favorable than the market range should be treated as negotiable even if not expressly disallowed by the requirements memo.
- Office-lease economics typically turn on rent, escalation, commencement, abatement, operating expenses, security deposit, parking, TI economics, and renewal economics; each should be checked against the market file.
- Operating expense provisions should be reviewed for customary exclusions, caps, audit rights, and administrative limitations; broad pass-through language often hides material tenant cost.
- Assignment, subletting, and transfer provisions should be checked for reasonableness of consent, affiliate transfers, and profit-sharing mechanics.
- Default, notice, and cure provisions should be tested for symmetry and practical opportunity to cure.
- Any lender-related subordination package should be checked for non-disturbance protection and the practical effect on occupancy continuity.
- Building rules and regulations function as operative restrictions, not mere housekeeping; hours, access, loading, signage, alterations, and common-area limits can materially affect use.

## 4. Analytical scaffolds
- Build a requirements checklist from the tenant memo and mark each item as satisfied, partially satisfied, or not addressed in the lease.
- Build a market matrix for the economic terms; compare the landlord position to the stated market range and note whether the issue is above-market, below-market, or within range.
- For each issue, identify the specific lease section, the matched requirement or market comparator, the operational or economic consequence, and the proposed tenant counterposition.
- Separate issues into distinct entries when the legal or commercial fix differs, even if the same clause creates several problems.
- Assess compounding effects where several provisions together increase cost, reduce flexibility, or delay occupancy.
- Use the source documents’ own terminology for thresholds, dates, trigger events, and notice mechanics; do not recharacterize them in a way that loses contract-specific meaning.
- Every issue entry should be complete on its own: state the scale of the issue using the document-set facts, note the interacting clause or document, and explain the downstream consequence for the tenant.
- Assign a uniform severity label to every issue using a four-tier ordinal scale defined once at the top of the list.
- End each issue with a concrete proposed counter-position that the partner can use in negotiation.

## 5. Vertical / structural / temporal relationships
- Lease body, exhibits, rules and regulations, and any referenced rider form a single operating package; a concession in one document can be nullified by a restriction in another.
- Rent commencement, tenant-improvement completion, allowance disbursement, and delivery conditions should be analyzed together for timing consistency.
- Option exercise windows, notice deadlines, and cure periods should be compared against the tenant’s internal decision cycle and any transaction milestone reflected in the source documents.
- If a provision is triggered by landlord or lender action, assess whether the tenant receives advance notice and a realistic ability to respond.
- When assignment or expansion rights depend on occupancy, use, or revenue thresholds, check whether the threshold mechanics align with the tenant’s expected use case.

## 6. Output structure conventions
- Produce `issues-list.docx` as the primary deliverable and ensure it contains the operative issues list, not a summary placeholder.
- Open with a brief executive summary that states the overall severity mix, the principal business risks, and the strongest negotiation levers.
- Define the severity scale once near the top, using labels such as Critical, High, Medium, and Low, and apply the same scale consistently across all entries.
- Organize the body by severity first, then by lease article or document section, so the partner can quickly triage the negotiation path.
- For each issue, include: section reference, concise issue statement, severity, basis in the tenant memo or market comps, cross-reference to any interacting clause or companion document, consequence to the tenant, and proposed counter-position.
- Use conventional lease-review headings rather than a rubric-style checklist; keep the format partner-ready and negotiation oriented.
- Include a concise Recommended Actions section at the end with imperative next steps tied to the relevant role and any known timing milestone from the source documents.
- Before finishing, confirm the filename matches the task instruction exactly and that the document is non-empty and contains substantive issues, not commentary about the review process.