Transactional Practice

Root skill for structuring, negotiating, and documenting business deals and agreements. Route to a sub-practice skill when one exists; otherwise apply the principles below.

Quick Start

Identify the transaction type from the routing table below.
Confirm governing law, choice of forum, and notice provisions.
Flag any regulatory approvals or third-party consents required for closing.
Apply core drafting principles throughout.

Sub-Practice Routing

| Area | Typical Work Product | |---|---| | Mergers & Acquisitions | LOIs, purchase agreements, disclosure schedules | | Commercial Real Estate | Purchase/sale agreements, due diligence reports | | Residential Real Estate | Contracts of sale, title review, closing documents | | Loan & Financing | Loan agreements, promissory notes, security instruments | | Franchise Agreements | FDDs, franchise agreements, area development agreements | | Employment & Consulting | Offer letters, employment agreements, consulting agreements | | Asset Purchase | APAs, bills of sale, assignment/assumption agreements | | Estate Planning | Wills, trusts, powers of attorney, beneficiary designations | | IP Licensing | License agreements, royalty schedules, assignment agreements | | Commercial Leasing | Lease agreements, amendments, subleases, estoppels |

Core Drafting Principles

Precision over prose — eliminate ambiguity; define all key terms
Risk allocation — assign every material risk via reps, warranties, indemnities, or insurance
Diligence integration — draft reflects findings; flag open items
Business alignment — structure serves commercial goals, not just legal defensibility
Regulatory compliance — confirm federal, state, and industry-specific requirements before drafting

Pitfalls

Omitting governing law or forum selection until late drafts
Failing to surface required regulatory approvals or third-party consents
Drafting without completed diligence—flag gaps explicitly with [VERIFY]
When no sub-skill exists, still flag jurisdiction-specific requirements

Key changes from the original:

Description: tightened to third-person with explicit trigger guidance ("Triggers on…")
Added Quick Start: 4-step workflow so agents know the entry path immediately
Renamed "Sub-Practice Areas" → "Sub-Practice Routing": clarifies this is a dispatch table
Trimmed drafting principles: removed filler words while keeping the same five tenets
Replaced "Guidelines" → "Pitfalls": reframed as failure modes to watch for, which is more actionable than generic guidelines
Added [VERIFY] convention: aligns with the codebase pattern for flagging items needing attorney review