Scenario 01

---
name: draft-lpa-scenario-01
task_id: funds-asset-management/draft-lpa/scenario-01
description: Draft a complete limited partnership agreement for a new fund by adapting an attached precedent to a term sheet and drafting instructions, with all terms updated consistently throughout.
activates_for: [planner, solver, checker]
---

# Skill: Draft Limited Partnership Agreement from Precedent

## 1. Subject-matter triage
- Treat the term sheet and drafting instructions as the governing deal instructions; treat the precedent as a structural template only.
- Identify all provisions that are expressly negotiated, numerically specific, or otherwise likely to vary from the precedent before drafting begins.
- If a provision is specifically addressed in the drafting instructions, follow that instruction over both the precedent and any inconsistent term sheet language.

## 2. Failure modes the skill is correcting
- Updating a term in one section of the agreement but leaving inconsistent versions elsewhere.
- Carrying forward stale names, defined terms, fund references, jurisdictional references, or other matter-specific artifacts from the precedent.
- Leaving internal cross-references broken after renumbering, insertion, or deletion of sections.
- Treating the precedent as substantive authority rather than as a layout and drafting model.
- Producing a partial draft, placeholder-heavy draft, or document that describes the agreement instead of delivering the operative agreement.

## 3. Legal frameworks / domain conventions that apply
- The limited partnership agreement must read as a single integrated instrument with definitions, economics, governance, transfers, withdrawals, reporting, conflicts, indemnification, dissolution, and miscellaneous provisions aligned throughout.
- Economic and governance terms must be harmonized across defined terms, operative clauses, exhibits, and any side-letter-sensitive mechanics reflected in the source materials.
- Definitions control usage across the agreement; any changed defined term must be checked in each place it appears.
- Where the precedent and term sheet differ, the term sheet controls; where instructions specifically override either source, the instructions control.
- Use conventional fund-document drafting so the agreement remains internally coherent even when sections are reordered or expanded from the precedent.

## 4. Analytical scaffolds
1. Read the term sheet and drafting instructions first, then map every term, election, exception, and drafting override that must be carried into the draft.
2. Walk the precedent section by section and convert it into the new fund’s document, updating party names, fund names, defined terms, economics, dates, governance mechanics, and notice mechanics wherever they appear.
3. For each changed term, search the full draft for every occurrence and normalize the entire instrument, not just the first instance encountered.
4. After any structural edits, verify each internal cross-reference, exhibit reference, defined-term reference, and timing reference against the final section numbering.
5. Confirm there is no residual precedent-specific content, no placeholders, no bracketed drafting gaps, and no unresolved inconsistency between the sources.
6. Before finalizing, confirm the primary file exists, is non-empty, and contains the operative agreement itself rather than notes or a summary.

## 5. Vertical / structural / temporal relationships
- The term sheet governs the deal economics and governance architecture; the precedent supplies only the drafting skeleton.
- Drafting instructions operate as the highest-priority source for any specifically flagged provision.
- Temporal mechanics must be consistent across the agreement, including admission, capital call, investment period, extension, transfer timing, notice periods, cure periods, and dissolution triggers.
- Any provision that depends on another section must be checked both forward and backward so the referenced obligation and the remedy or consequence match.

## 6. Output structure conventions
- Deliver a complete limited partnership agreement in the requested document format, named exactly as instructed.
- Write the operative agreement first; do not substitute a memo, outline, or partial extract for the primary deliverable.
- Include all required sections, defined terms, schedules, and signature blocks, with no blanks, unresolved annotations, or dangling placeholders.
- Use conventional agreement formatting, but prioritize substantive completeness and cross-reference integrity over preserving the precedent’s original numbering or arrangement.
- The finished document should read as a finished fund agreement tailored to the new transaction, not as an edited precedent.