Communicate

Paper the call before the memory drifts

Turns a negotiation call into the record: what was agreed in the words that go into the document, what was only agreed in principle, and the one point where the two sides probably heard different things.

About 12 minintermediateTransactional, In-house

Your prompt6,027 characters

Still to fill in: Your notes, The deal and the open points going in, Who this goes to, Who you act for

RoleYou are a deal lawyer who has watched two sides remember the same call differently three weeks later, and who therefore writes the recap within the hour, because the first written account tends to become the agreed one. You write agreed terms in the words that will go into the document rather than the words used on the call, and you handle the point where the two sides heard different things deliberately rather than hoping it was fine.What I needTurn the notes below into the recap that goes to Who this goes to, on behalf of Who you act for.InputsNotes: Your notes The deal and the open points going in: The deal and the open points going in Who this goes to: Who this goes to Who I act for: Who you act for What happens next: What happens nextHow to work this1. Sort everything in Your notes into four buckets and keep them visibly separate: agreed; agreed in principle with an open term, naming the open term; discussed and not agreed; and raised and parked. Almost every recap dispute sits on the line between the first two, so anything you are not certain belongs in the first bucket goes in the second. 2. Write every agreed item in the words that will go into the document, not the words that were used on the call. "They will be reasonable about the audit right" papers nothing and will be read back to you as having agreed to nothing. If you cannot write the term in document language from Your notes, that is the signal it belongs in the second bucket. 3. Name the point where the two sides probably heard different things, and handle it deliberately rather than hoping. You have two options and you must choose one out loud: resolve it in the recap in your favour and invite correction, which surfaces the disagreement now while it is small; or leave it out and raise it live on the next call, which avoids a written dispute and risks it hardening. Say which you chose and why. 4. List the actions with a name and a date against each, including Who you act for's own, sized against What happens next. A recap where only the other side has actions reads as a scorecard. 5. Keep three things out of the version that goes to Who this goes to: anything about your side's strategy, walk-away, or internal disagreement; any characterization of how the other side behaved; and any concession framed as a concession rather than as part of a pair. This document survives the deal and may be read in a dispute about it. 6. Say what goes to the client separately. The internal version carries what the external one cannot: what you learned about their priorities, what the concessions actually cost, and what you would do differently on the next call. Do not merge them, and do not send the internal one to a thread that includes Who this goes to.Close with these four sections, every time, without being askedAssumptions I made. Every item I moved from "agreed in principle" to "agreed" or the reverse, and every term I wrote in document language that was not said that way on the call. Mark each [verify] or [safe]. Anything in Your notes I could not read, say so rather than guessing at it. Where this is weakest. The one or two items most likely to be disputed by Who this goes to when they read this, named specifically, with the sentence they will push back on. What only you can decide. Options with tradeoffs, never a bare flag. At minimum: how to handle the point of divergence. Recording your reading invites an immediate correction and puts the disagreement in writing where it can be argued about before the draft is built, while leaving it out keeps the recap clean and means the disagreement surfaces later, in a draft, with more invested. Also yours: whether to send this at all. A recap that records two of your concessions in writing is a document the other side keeps, and a call to confirm verbally leaves less behind on both sides. What would make this materially better. Ranked: anyone else's notes from the call, the term sheet or draft as it stood before the call, whether anything was agreed by email between the call and now, and what their deal lead said that their counsel did not.Output formatThe recap itself, ready to send, in four labeled sections matching the buckets, with agreed terms in document language. Then the actions list with a name and a date against each. Then a short closing line inviting correction by a stated date. Then, below a horizontal rule and clearly marked as internal, the separate client note and the handling of the divergence point. Then the four sections.Never do this- If the recap would fit any negotiation, it is too generic. Every agreed item has to be written as a term this document could use. - No hedging filler. "The parties had a productive discussion regarding the cap" records nothing. Say what was agreed or say it was not. Do not tell me to consult an attorney; I am the attorney who was on the call. - Never record as agreed anything Your notes does not support, never invent a number, a date, or a name, and never quote anyone. Where the notes are ambiguous, mark it [UNCLEAR FROM MY NOTES - confirm] and put it in the second bucket. - Where you cannot tell whether something was agreed or merely discussed, say you do not know and ask in the recap rather than resolving it silently in your own favour. - Do not pad. A call that moved three points produces a short email. Length is not value.Before you answer- Is every agreed item written in words a draft could use? - Did I record anything as agreed that my notes do not actually support? - Is the divergence point handled with a stated choice, rather than quietly? - Does the actions list include my own side? - Is there anything in the external version about strategy, a walk-away, or how they behaved?

The run walks turn one, the pressure test, the follow-up, and a check on what came back. The Cockpit adds driver's-seat tunes. Your values come with either one.

Pressure-test it

Makes the AI switch hats and attack its own answer.

Their lawyer reads your recap looking for what you slipped in. Take that seat as their counsel, writing the reply on behalf of a client who does not want to reopen anything: which item in the agreed section would you move to agreed in principle, which sentence reads as a term that was never actually said out loud, and what one-line correction would you send that quietly takes back more than it appears to? Then tell me how I answer that correction.

Go deeper

Pushes the work further once the basics are right.

A recap that goes out and draws no reply becomes the record by default, which is useful and fragile. Write the follow-up for the end of the stated correction window: a two-line note confirming that no corrections were received, restating the two items that matter most in the same document language, and naming the next deliverable and its date, so the silence is on the record as agreement rather than as nobody having read it.

4Check what came backPaste the answer here and work a checklist against this prompt's own rules.

Before you run it

What to gather first

Your notes from the call, including the parts you are unsure about
Who was on the call, on both sides
The open points going in, so movement is visible
Whether this goes to the other side, to the client, or both
What happens next and when

Watch for

A recap is a document the other side keeps and may produce in a dispute about the deal. Write every line expecting it to be read by someone with an interest in a different meaning.
The model will upgrade "discussed" into "agreed" because it reads more cleanly. Check every item in the agreed section against your own notes before sending.
Recording your own concessions in writing is sometimes worse than leaving them verbal. Decide that deliberately rather than by reflex.
The internal and external versions must not share a thread. A forwarded internal note has ended deals.
Do not paste confidential deal terms unless your firm's or company's AI policy and the engagement terms permit it.

What comes back

A send-ready recap in four labeled sections (agreed, agreed in principle with the open term named, discussed and not agreed, raised and parked), agreed terms written in document language, an actions list with a name and a date against each including your own side, a closing line inviting correction by a date, then a clearly marked internal note covering the client version and the divergence handling, then the four closing sections.

See an example of what you’ll get

Subject: Recap of yesterday's call - please correct by Friday Thanks both. Recording where I think we landed, so the revised draft can be built on it. Please correct anything below by Friday; otherwise we will proceed on this basis. Agreed 1. Indemnity cap. Five percent of the purchase price, applicable to breaches of general representations only, with fundamental representations and fraud uncapped. 2. Escrow. Seven and one half percent of the purchase price held for the full survival period of the general representations, released in a single tranche at the end of that period. 3. Officer certificate. Buyer withdraws its comments to the form. Agreed in principle, one term open 4. Survival of general representations. Twelve months agreed. Open: whether the twelve months runs from closing or from delivery of the first post-closing financial statements. Both were said on the call and we should settle it in the draft. 5. Non-compete. Scope as drafted in Seller's form is acceptable to Buyer. Open: the duration, which we did not reach. Discussed, not agreed 6. Earnout metric. Buyer proposed defining Adjusted EBITDA by reference to the Company's historical methodology with the three adjustments in our October 14 markup. Seller is considering. No agreement. Raised and parked 7. R&W insurance. Seller raised it. Both sides agreed to leave it aside unless the escrow discussion reopens. Actions | What | Who | By | |---|---|---| | Revised draft reflecting items 1 to 3 and 5 | Seller's counsel | Thursday | | Position on the earnout metric | Seller | Thursday | | Our proposed language on the survival start date | Buyer's counsel (me) | Wednesday | | Confirm escrow agent and fee split | Buyer (CFO) | Friday | Please let me know by Friday if any of this reads differently from your side. --- INTERNAL. Do not send. The divergence point. Item 4 is where the two sides heard different things. My notes have their deal lead saying "twelve months from closing" and their counsel saying "twelve months post-closing" a few minutes later, which is not the same thing if the financials drive it. I have put it in the second bucket and named the open term explicitly rather than recording our reading as agreed. That surfaces the disagreement now, in an email nobody has invested in, rather than in a draft where it will be argued as a walk-back. The alternative was to record "twelve months from closing" as agreed and wait to see whether they corrected it; that would probably have worked and it would have cost the goodwill you are going to need on the earnout. For the client. Two things worth saying to the CFO and not in the recap. First, we gave the cap and got the escrow, and the recap deliberately records them as separate agreed items rather than as a trade, so neither can be unwound by reference to the other. Second, their deal lead answered on the escrow within about a second and took the non-compete duration offline, which suggests the escrow was never the fight and the non-compete is where the founder actually cares. That should change how we sequence the next call. --- Assumptions I made. That "5% cap gen reps only" in the notes means general representations rather than general and tax [verify: this is the item most likely to be wrong and the most expensive if it is]. That the three adjustments referred to are the ones in the October 14 markup [verify: the notes say "the three adjustments" with no antecedent]. That the officer certificate item was a full withdrawal rather than a withdrawal of some comments [safe]. Where this is weakest. Item 2. My notes support the escrow percentage and the release mechanic, and they do not clearly support "for the full survival period." If that phrase was not said, you have recorded a term in the agreed section that they will read as an addition, and it will cost you credibility on items 1 and 3 as well. Consider moving the survival-period phrase into item 4's open term, where it is safe. Second, item 5 records that Buyer accepts Seller's non-compete scope, which is a concession and is recorded without a pair; if it was traded for something, the recap should show both. What only you can decide. How to handle item 4. Naming the open term invites their counsel to argue for the reading that helps them, in writing, this week. Recording "from closing" as agreed puts the burden on them to correct it and risks a sharper correction than the point is worth. Second call that is yours: whether to send this at all. It records two Buyer concessions in a document they keep, and a five-minute call confirming the same points leaves nothing behind on either side. Given that a revised draft is coming Thursday, the written version is probably worth it, but the choice is yours and it is not obvious. What would make this materially better. Ranked by impact: (1) Anyone else's notes from the call, particularly on items 2 and 4. (2) The draft as it stood before the call, so the movement is measurable rather than remembered. (3) Whether anything was agreed by email between the call and now, which would change what this recap can safely say.

Why this prompt is built the way it is

## Framework 1. **Four buckets:** agreed; agreed in principle with an open term; discussed and not agreed; raised and parked. Most recap disputes sit between the first two. 2. **Write agreed terms in the words that go into the document,** not the words used on the call. 3. **Name the point where the sides probably heard different things,** and handle it deliberately. 4. **Actions with a name and a date, including yours.** 5. **Keep strategy, walk-aways, and characterizations out.** This goes to them and it survives the deal. 6. **Decide separately what goes to the client,** because the internal version is a different document.