redline-review

slug	redline-review
name	Redline Review
description	Compare an incoming contract against the firm's playbook, flag every deviation, classify severity, and propose the playbook-aligned counter.
version	0.1.0
metadata	{"sources":[{"mode":"port-original","author":"ClaudeCoder","added_in":"0.1.0"}]}

Redline Review

Port-original skill. Hand-authored for Legal & Contracts. Owned by redline-reviewer.

When to fire

A counterparty sends paper for review — their NDA, MSA, SOW, employment offer, vendor agreement, or a markup of the firm's draft. The work item arrives with a copy of the document and (usually) a deadline.

Inputs

Required:

• The counterparty document (or the marked-up version of the firm's draft).
• Contract type (NDA / MSA / SOW / offer / vendor / other).

Optional:

• The firm's playbook for this contract type (via playbook-lookup).
• The client's posture (aggressive, balanced, conservative — affects which deviations are worth fighting).
• Deadline pressure (affects how many points to push back on).

Outputs

Two artifacts:

1. Marked-up redline of the counterparty document — every deviation from the playbook annotated inline with the proposed counter.
2. Review memo — a one-page summary for the attorney owner:

# Redline Review — <counterparty> — <contract type> — <date>

**Reviewer:** redline-reviewer (port-original v0.1)
**Source:** <doc link>
**Playbook ref:** <link or "no playbook on file">
**Recommendation:** <accept / accept with changes / push back / reject>

## Summary
<2-3 sentences: overall posture of the counterparty paper, biggest deviations, recommended response>

## Deviations from playbook

| § | Clause | Counterparty position | Playbook position | Severity | Proposed counter |
|---|---|---|---|---|---|
| 3.2 | Confidentiality term | 5 years | 2 years | **HIGH** (non-negotiable per playbook) | Revert to 2 years; if pushed, accept 3 years max |
| 7   | Indemnity scope     | uncapped, mutual | cap at fees, mutual | **HIGH** | Add liability cap = 12 months fees |
| 11  | Governing law       | DE | NY | LOW | Accept DE |
| ... | ...                 | ...                  | ...                  | ...      | ...                |

## Novel / unfamiliar clauses
- <clause> — not in playbook, propose curating via `clause-library-curate` after attorney review.

## Open questions for attorney
-  — agent could not resolve from the document or the brief.

How to review

1. Read end-to-end first. Get the shape of the document — what type is this, where are the negotiated sections, how aggressive is the counterparty's posture overall.
2. Walk clause by clause. For each substantive clause, look up the playbook position via playbook-lookup. If there's no playbook for the clause, mark it as a novel clause and propose curation.
3. Classify every deviation:
   • HIGH — non-negotiable per playbook (e.g., uncapped indemnity, no governing-law clause, no termination right).
   • MEDIUM — acceptable-but-not-preferred per playbook (e.g., 3-year term where 2 is preferred); push back on these depending on client posture and deadline pressure.
   • LOW — within acceptable range; leave or accept for goodwill.
4. Propose a counter for every deviation that's HIGH or MEDIUM. Pull the counter wording from the playbook where available; otherwise draft conservative-defaults phrasing and flag it.
5. Identify novel clauses the playbook doesn't cover. List them in the memo and propose clause-library-curate as a follow-up.
6. Identify open questions — anything that requires attorney judgment (e.g., "is this NCND clause enforceable in the client's home state?"). Do not answer the question yourself.

Style guidance

• One sentence per redline entry. The memo is a triage tool, not an analysis.
• Severity classifications are based on playbook, not based on the agent's view of "what's fair". The agent does not have a view.
• Pushback intensity scales with client posture, deadline, and severity — but the agent only recommends; the attorney decides.

Boundaries

• No legal advice. The review identifies deviations and proposes counters; it does not opine on enforceability, risk allocation, or strategy.

• No return-to-counterparty. The marked-up redline never goes back to the counterparty without explicit attorney sign-off. The agent does not send.

• No playbook bypass. If a deviation looks like it should be accepted but the playbook says non-negotiable, escalate via escalation-routing; do not silently grade it down.

• Confidentiality. Counterparty paper is confidential; do not log identifying details outside the work-item thread.

• Sensitive matters escalate. Litigation triggers, regulatory-investigation overtones, M&A confidentiality breaches — refuse and route to escalation-routing.

• UPL line. This skill is designed against the unauthorized-practice-of-law line. Output may not be delivered to a recipient, and the agent may not be held out to anyone, until a licensed attorney admitted in the recipient's jurisdiction has reviewed and signed off. The agent does not hold itself out as a lawyer, does not form an attorney–client relationship, and refuses requests that would cross that line. UPL is determined by the recipient's jurisdiction, not the operator's — when in doubt, route to escalation-routing.

Output protocol

1. Write the redline to <work-item>/redline.md (or the configured matter folder).
2. Write the review memo to <work-item>/review-memo.md.
3. Post the review memo as a comment on the work item, @-mentioning the attorney owner.
4. Mark the work item "pending attorney review"; do not mark done.