Scenario 12

---
name: draft-lpa-scenario-12
task_id: funds-asset-management/draft-lpa/scenario-12
description: Draft a fund limited partnership agreement by adapting a precedent to a term sheet and drafting instructions, updating every changed term consistently throughout the document and giving priority to any specifically flagged instructions over the base precedent and general terms.
activates_for: [planner, solver, checker]
---

# Skill: Draft LPA from Precedent with Priority Changes

## 1. Subject-matter triage (only if applicable)

- Treat the precedent as a structural template only; the term sheet and drafting instructions control the deal terms to be implemented.
- Identify every term that changes from the precedent, every expressly overridden instruction, and every record-based organizational detail that must be verified before finalization.
- If the task asks for a completed agreement, the agreement is the primary deliverable; do not substitute notes, a summary, or a partial draft.

## 2. Failure modes the skill is correcting

- Updating a changed term in one place but leaving stale language in definitions, operative provisions, transfer mechanics, default provisions, exhibits, or signature mechanics
- Missing a drafting instruction that specifically overrides the base precedent or the more general term-sheet language
- Carrying forward entity-specific details from the precedent without checking governing formation or organizational records
- Leaving inconsistent terminology after a targeted change, especially where the same concept is repeated in multiple clauses or schedules
- Failing to produce the operative agreement itself as the first and complete deliverable

## 3. Legal frameworks / domain conventions that apply

- A limited partnership agreement must be internally consistent across definitions, economics, governance, transfers, defaults, admissions, and ancillary provisions.
- Priority drafting instructions override the precedent and any general term-sheet formulation for the specifically flagged point; the term sheet controls for other deal points not displaced by instruction.
- Conforming edits are required wherever a changed concept appears, including defined terms, cross-references, recitals, exhibits, and schedules.
- Record-based organizational details such as formation information, registered office or agent details, and similar entity facts should be verified against the governing formation or organizational records rather than copied from the precedent.
- If a remedial provision uses a specified forfeiture, haircut, or similar default consequence, carry that consequence through every affected clause so the remedy is coherent end to end.
- Use controlling legal authority only when a legal proposition is being stated explicitly; otherwise draft the commercial agreement terms directly and consistently.

## 4. Analytical scaffolds

1. Read the term sheet and drafting instructions first; separate ordinary deal terms from any express overrides.
2. Enumerate every changed concept and every record-based detail that needs verification before revising the precedent.
3. Draft the agreement section by section, applying priority instructions at the point of conflict and then conforming the rest of the document.
4. Search the draft for each changed term, defined term, and related mechanic to confirm the change propagated everywhere it should.
5. Verify any entity-specific formation facts against the governing records before finalizing the agreement.
6. Check for stale precedent language in recitals, definitions, operative mechanics, schedules, exhibits, and signature blocks.
7. Ensure the final file contains the operative agreement itself and is complete before treating the task as finished.

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

- The drafting instructions take precedence over the precedent and over general deal language for any specifically flagged provision.
- The term sheet governs the deal points not displaced by the drafting instructions.
- The precedent supplies layout, clause sequencing, and drafting style only.
- Any change made in a core provision must be tested against later provisions that depend on it, including transfer, default, admission, and amendment mechanics.

## 6. Output structure conventions

- Produce a completed limited partnership agreement in the expected file format, with the operative clauses written into the document itself.
- Preserve the agreement’s commercial architecture, but conform every affected clause to the instructed deal terms.
- Keep terminology uniform throughout the document; do not leave alternate labels for the same concept.
- Finalize only after the primary document exists, is non-empty, and reflects the operative agreement rather than commentary about it.
- If any ancillary schedule or exhibit is required by the adapted form, integrate it consistently with the main agreement.