# Transaction and doctrine-aware review

Use this reference after identifying the transaction and before drafting substantive changes. The uploaded study notes, sample agreement, exercises, Georgetown clarity handout, and Tina L. Stark's *Drafting Contracts* (2d ed.) informed these original prompts. They are study material, not controlling authority or approved precedent. Do not reproduce their text or treat their case summaries as verified law. Research current primary authority where a legal conclusion matters.

## Build the deal model

Create a short term sheet from supplied instructions and the draft: parties and capacities; exchange and economic purpose; deliverables; price and calculation basis; term; dependencies; approvals; notice; remedies; exit; and surviving rights. Mark each as **express in draft**, **supplied instruction**, **inference**, or **unknown**. Ask only about unknowns that would change a recommendation. A client account of negotiations does not prove agreement by the other side.

For each major promise, map the reciprocal benefit or risk. Who controls the inputs? Who can verify an outcome? Who absorbs delay, cost overruns, third-party failure, or lost opportunity? Test whether a proposed protection makes performance impossible or undermines the other side's reason to contract. Present the tradeoff rather than silently choosing one party's preferred allocation.

## Translate terms into functions

Classify each operative sentence by its intended job: factual assurance, future duty, condition, permission or decision power, or statement of contractual status. A sentence may perform more than one job; split it only when the split preserves the bargain. For an assurance, identify speaker, time, knowledge scope, and consequence if false. For a duty, identify actor, action, recipient, deadline, performance standard, and consequence. For a condition, identify the event, beneficiary, evidence of satisfaction, waiver, and the duty or option it gates. For discretion, identify who decides, when, under what constraints, and whether a response deadline is needed. Keep substantive duties out of definitions unless the user deliberately retains them.

Do not replace modal verbs by rote. Test whether the wording expresses a duty, future effect, discretion, prohibition, or prediction. A defined term's capitalization is only a clue; trace every use and check whether its scope changes obligations elsewhere.

## Trace the operational sequence

For payment formulas, identify the base (gross or net and permitted deductions), covered transactions, measurement period, data source, accounting method, reporting, audit/objection rights, timing, adjustments, and post-termination amounts. Recalculate with boundary examples: exactly at a threshold, one unit below and above, a partial period, reversal/refund, and a late report. Record any unresolved commercial choice.

For an option or deadline, trace grant, consideration if relevant, exercise method, delivery or receipt, time zone, expiration, extension, satisfaction of conditions, and consequences of an attempted late or defective exercise. Do not infer that a common-law or statutory default will save unclear drafting.

For performance and default, distinguish poor performance, failure to perform when due, credible concern about future performance, and an unequivocal refusal to perform. The draft may give different notice, assurance, cure, suspension, termination, and damages paths. Check whether a cure period or discretionary election conflicts with another clause. Treat the legal effect of repudiation, adequate assurance, substantial performance, impracticability, and material breach as jurisdiction- and fact-dependent research questions.

For goods, services, employment, property, or mixed agreements, identify the governing framework before suggesting warranties, inspection, acceptance, rejection, or remedies. For goods, compare the promised description and any samples with ordinary and special purposes, reliance, exclusions, inspection, acceptance, and notice. For employment or commission terms, trace when an amount is earned versus payable, what happens after termination, and whether one party controls the milestone. Verify any mandatory wage or public-policy rule in the relevant jurisdiction.

## Test interpretation and clarity

Separate what the writing says from what surrounding facts might establish. Check integration, amendment, course of performance or dealing, trade usage, and order of precedence without declaring that an integration clause automatically excludes every outside fact. Flag any jurisdiction-specific interpretive conclusion for primary-law research.

Keep actor, verb, and object easy to find. Give a modifier an unmistakable target, especially knowledge, materiality, reasonableness, and exceptions in a series. Use the same term for the same thing and different terms for different things. Break a dense provision into ordered steps where sequence matters. Check headings, lists, exhibits, and cross-references after restructuring. Plain language should preserve precision; changing a negotiated qualifier is substantive.

## Surface choices and verify

Present a material issue as: observed text or documented absence; competing readings or failure scenario; business consequence; possible revisions with effects on each party; the missing fact or law; and the decision required. Do not convert study notes into a clause library. Use a sample contract as a source of defect patterns, not as a template: mismatched governing law and party locations, blank or contradictory elections, unspecified work or payment, overbroad confidentiality, vague return timing, and remedies asserted without a defined mechanism are prompts to inspect, not automatic findings.

After a user-approved revision, replay the deal model and boundary examples. Verify that the right actor, threshold, amount, trigger, exception, notice clock, and remedy survived. Record what was checked and what requires lawyer review.