Scenario 01

---
name: review-dispute-summary-scenario-01
task_id: arbitration-international-dispute-resolution/review-dispute-summary/scenario-01
description: Ensures a dispute summary issues memo identifies potential mischaracterizations, selective contractual quotation, enforceability questions for restrictive covenants, and cure period analysis.
activates_for: [planner, solver, checker]
---

# Skill: Dispute Summary Issues Memorandum

## 2. Failure modes the skill is correcting

- Reads a dispute summary as if it were neutral, rather than testing each material statement against the source record for mischaracterization, omission, or overstatement
- Collapses distinct financing mechanics, stock rights, or preference structures into a generic description, masking economically meaningful differences
- Accepts selective quotation of a defined term or operative clause without restoring the omitted qualifiers that change the clause’s reach
- Treats asserted restrictive covenants as automatically enforceable without checking the governing law, scope limits, and any jurisdiction-specific constraints
- Misses cure-window analysis by failing to anchor notice, breach, and cure dates to the contract’s express timing mechanics
- Identifies a discrepancy without tying it to the governing document, the scale of the transaction or exposure, and the practical consequence for the client
- Leaves the memo as a bare list of complaints instead of prioritizing issues and recommending next steps

## 3. Legal frameworks / domain conventions that apply

- Anti-dilution provisions: distinguish the mechanism actually used in the governing documents from any competing formulation; the economic effect can differ materially even when the business narrative sounds similar
- Liquidation preference and preferred-stock rights: identify the applicable series, preference rank, conversion features, participation rights, and any inter-series ordering that affects the payout analysis
- Selective quotation: restore omitted qualifying language around definitions, conditions, carveouts, and exceptions before evaluating scope
- Restrictive covenants: assess enforceability under the governing law and any specific limits on restraints on trade, employee mobility, or non-compete style provisions
- Waiver: analyze waiver under the governing-law standard, including whether there was intentional relinquishment, inconsistent conduct, or preservation of rights
- Notice and cure: compare the notice date, cure period, and alleged corrective action against the contract’s express sequence and deadline
- Arbitration record review: prioritize discrepancies that affect liability, remedy, leverage, or merits presentation, not mere stylistic differences
- General legal support: do not state a legal conclusion without naming the governing authority, contract clause, rule, statute, regulation, or recognized doctrine on which it depends

## 4. Analytical scaffolds

1. Identify the disputed statement in the memorandum.
2. Locate the controlling source document or documents.
3. State the corrected fact, clause, or mechanism.
4. Explain why the difference matters economically, legally, or strategically.
5. Cross-reference any interacting provision, schedule, or related document.
6. State the client consequence if the misstatement is left uncorrected.

For financing-mechanics issues:
- Specify the exact mechanism used in the source documents
- Compare it to the mechanism described in the memorandum
- Explain the valuation, dilution, or preference consequence
- Note any later financing term, side letter, or schedule entry that changes the analysis

For selective-quotation issues:
- Quote or identify the full operative definition in substance, not just the excerpt used
- State the omitted limiting language or carveout
- Explain how the omission alters scope, burden, or eligibility

For enforceability issues:
- Identify the governing law or applicable legal framework
- Check whether the covenant falls within any recognized enforceability limit
- State the practical effect on breach, damages, or injunctive leverage

For cure-period issues:
- Anchor notice, breach, and cure dates to the record
- Compare the conduct to the contractual deadline
- State whether cure was timely, untimely, or ambiguous on the present record

For waiver issues:
- Identify the conduct said to constitute waiver
- Compare it to the governing waiver standard
- Note whether the record supports intentional relinquishment or only delay / silence

For factual error issues:
- State the erroneous figure or description
- Provide the corrected figure or description
- Identify the source document supporting the correction

Use a prioritized issue register:
- Rank issues by severity and impact on the merits or leverage
- Treat issues affecting economics, enforceability, or timing as higher priority than drafting nits
- Keep each entry concise but complete

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

- If multiple parties, instruments, financing rounds, or time periods are implicated, enumerate them before analysis and treat each distinct item separately rather than merging them into one generalized critique
- If one clause depends on another clause, schedule, definition, or exhibit, trace that dependency explicitly before stating the issue
- If the memorandum relies on a sequence of events, preserve the chronology; a correct legal conclusion may still be wrong if the sequence is misstated
- If a later document modifies earlier economics or rights, analyze the later document as a potentially controlling overlay rather than as background context
- If the source set contains competing versions of a term, identify which version governs and why

## 6. Output structure conventions

Prepare an issues memorandum that uses conventional business-legal organization, including:

- A short opening identifying the source set reviewed and the purpose of the memo
- A severity legend using a uniform ordinal scale defined once at the top
- An issue register ordered from highest to lowest severity
- For each issue:
  - severity
  - issue title
  - what the dispute summary says
  - what the source record shows
  - why it matters
  - controlling authority or operative document reference
  - related clause, schedule, or document
  - recommended correction or follow-up
- A compact correction table for factual inaccuracies when helpful
- A closing Recommended Actions section with imperative steps, the responsible role, and a timing anchor tied to the arbitration schedule, filing deadline, or other milestone in the record

Keep the memo focused on material defects in the opposing summary; avoid exhaustive transcription of the source record, and do not rely on unsupported generalities.