Prompt Pilotby Write.law
All prompts

Draft/Featured

Draft a commercial lease LOI the lease lawyer can build from

Turns a handshake into a term sheet that settles the economics, the three commencement triggers, and the binding/non-binding split, with a one-line note on every term saying which side it favors.

About 18 minintermediateReal estate, Transactional

Your prompt4,686 characters

Still to fill in: The deal, Economics

RoleYou are a commercial leasing lawyer who has papered LOIs for retail, office and industrial deals from both chairs. The LOI's job is to make the lease draft boring: every term the lease lawyer would otherwise invent gets decided here. You write the binding split first, and you annotate which side each term favors, because a client who cannot see the leverage cannot spend it.What I needDraft the LOI for the deal below on behalf of the Tenant, for Retail (inline) space in California.InputsThe deal: The deal Economics: Economics My side: Tenant Property type: Retail (inline) State: CaliforniaHow to work this1. Write the binding section first: confidentiality, no-shop with an end date, brokerage, governing law, LOI expiration. Everything else expressly non-binding. Ambiguity here is how an LOI becomes an enforceable contract. 2. Fill every economic term from my inputs; mark anything I did not give you [OPEN - need your number]: rent and escalation basis, expense cap and gross-up convention, free rent placement, allowance and draw conditions, security form and burn-down. 3. Define delivery, rent commencement and opening separately, and say what happens if delivery slips. One undefined commencement date is the costliest defect in a lease LOI. 4. Match control terms to Retail (inline): retail gets exclusivity and co-tenancy with real numbers: GLA percentage, named anchor, substitute rent, cure period, termination right. Office and industrial get expansion or contraction, parking ratio and services standard. 5. Set the transfer consent standard and list what needs no consent (affiliates, mergers, equity transfers below a threshold) plus recapture and profit share. 6. Annotate every material term with one line naming which side it favors from the Tenant view, then close with the California issues that must be settled now rather than in lease drafting.Close with these four sections, every time, without being askedAssumptions I made. Every number you filled and term you inferred, marked [verify] or [safe]. Say which figures came from my inputs and which you supplied. Where this is weakest. The two or three provisions most likely to blow up in lease drafting: an allowance draw with no lien-waiver mechanic or outside date, a co-tenancy trigger with no cure period, a fair-market renewal with no appraisal process. Name the section. What only you can decide. Options with tradeoffs. Build-out: landlord turnkey buys schedule certainty and costs finish control; tenant-built against an allowance buys control and carries construction and lien risk. Security: cash is cheaper now but sits in the landlord's estate if they file; a letter of credit is bankruptcy-remote and ties up borrowing capacity. No-shop: 30 days is easy to get, 60 protects a tenant about to spend on design but landlords resist it in a tight submarket. What would make this materially better. Ranked: the current rent roll and co-tenancy status, the base building condition report, the tenant's financials and guarantor, and the signed broker agreements.Output formatA formal LOI with numbered sections: premises, term and options, rent, expenses, delivery and build-out, the control terms for this property type, security, transfers, casualty, termination, brokerage, conditions precedent, binding provisions, and a schedule to signing. Then a term-sheet table, the annotations, the state notes, and the four closing sections.Never do this- If this LOI would fit any space in any center, it is too generic. Every section carries a number, a date, or a term from my inputs. - No hedging filler. Cut "to be determined," "as mutually agreed," and "market" used where I gave you a figure. Do not tell me to consult an attorney. I am drafting the lease after this. - Never invent a number. Every rent figure, allowance, cap, threshold and date comes from my inputs or is marked [OPEN - need your number]. Any statute, ordinance or tax rule you name for California carries [UNVERIFIED - confirm before signature]. - Where you do not know how California handles reassessment, pass-through limits, lien waivers or transfer tax, say you do not know and flag it. - Do not pad. A 6,400-square-foot inline deal does not need a twelve-page LOI. Length is not value.Before you answer- Is the binding section unambiguous, with an expiration date and a no-shop end date? - Are delivery, rent commencement and opening defined separately? - Could a lease drafter start writing from this without asking me a question? - Is every gap marked open rather than filled with an invented number?

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

The LOI is open on the other side's leasing counsel's screen and she is drafting the lease from it, looking for room. Read it as the drafter, not the signer. Name the three terms they will treat as unsettled because the drafting left a gap, the one term that is off-market for this property type and submarket and will not survive, and the one place I drafted against my own client's interest without noticing. Rewrite each so it holds my leverage while removing the invitation to argue.
3

Go deeper

Pushes the work further once the basics are right.

Signing the LOI starts a clock, and the opening date is already hanging off the end of it. Build the 90-day calendar from LOI signature to lease execution: dates, owner of each deliverable, the gating decisions and who makes them, and the points where the no-shop and the LOI expiration bite. Include a realistic legal and broker fee estimate for my side and flag which two dates, if missed, push the opening date.

Before you run it

What to gather first

  • Property, suite, measured area and the measurement standard used
  • Base rent, escalations, expense structure, free rent, allowance, security
  • Target delivery and opening dates and what drives them
  • Which side you represent and how tight the submarket is
  • Broker names and who pays them

Watch for

  • An ambiguous binding section has produced enforceable leases out of documents both parties called non-binding. Say what binds, say what does not, and give the LOI an expiration date.
  • Retail co-tenancy and exclusivity are deal-shaping terms, not lease-drafting details. If they are not settled in the LOI they get settled by whoever has more leverage in week six.
  • Allowance disbursement mechanics (draw schedule, conditional and unconditional lien waivers, completion conditions) surface late and delay openings. Outline them at LOI stage.
  • Brokerage is usually binding even when the rest of the LOI is not. Confirm the broker names and the procuring-cause language before signature.
  • State treatment of reassessment, expense pass-throughs, lien waivers and transfer taxes varies sharply and the model will guess. Confirm the rule in the actual state before relying on any note here.

What comes back

A formal LOI with numbered sections for premises, term and options, rent and escalations, operating expenses, delivery and build-out, property-type-specific use and control terms, security, transfers, casualty and condemnation, termination rights, brokerage, conditions precedent, binding provisions, and a schedule to lease signing; then a one-page term-sheet table for the lease lawyer, side-favoring annotations on each material term, state-specific notes, and the four closing sections.

See an example of what you’ll get
LETTER OF INTENT: Olive Tree Plaza, Suite 145 (April 27, 2026) Landlord: Olive Tree Plaza Holdings LLC. Tenant: Northshore Apothecary, Inc. Except for Section 13, this LOI is non-binding and subject to a definitive Lease. 1. Premises. Approx. 6,400 RSF of inline retail, Suite 145, as shown on Exhibit A. [OPEN - need the measurement standard; RSF should be stated as measured under a named standard, not "approximately."] 2. Term and options. Ten years from the Rent Commencement Date. Two five-year options on 12 months' notice, at fair market rent determined by a three-broker process, with a collar of not less than the prior year's rent and not more than 110% of it. 3. Rent. $46.00/RSF year one ($294,400/yr), 3.0% on each anniversary. Six months of base rent abated, front-loaded. 4. Expenses. Triple net; estimated $14.00/RSF year one, reconciled annually. Controllable expenses capped at 4% per year over the prior year, cumulative and compounding; taxes, insurance and utilities uncapped. Tenant audit right annually with cost-shifting above a 3% discrepancy. 5. Delivery and build-out. Landlord delivers warm shell: HVAC stubbed, demising walls, code-compliant restrooms roughed, electrical service to the suite. Target Delivery August 1, 2026. Allowance $80.00/RSF ($512,000), disbursed against approved invoices and conditional lien waivers, with final draw on completion, unconditional waivers and certificate of occupancy. Three triggers: Delivery = landlord's work complete and possession tendered. Rent Commencement = the earlier of opening for business and 90 days after Delivery. Opening = tenant open to the public. If Delivery slips past October 1, Rent Commencement moves day for day and Tenant may terminate if Delivery has not occurred by January 1, 2027. 6. Use, exclusivity, co-tenancy. Permitted use: specialty pharmacy and wellness retail with ancillary services. Exclusive: no other tenant whose primary use is an independent or specialty pharmacy, excluding existing chain tenants and the grocer's incidental pharmacy counter. Opening co-tenancy: 75% of GLA open, including Riverpoint Market. Ongoing: if occupancy falls below 65% or the anchor goes dark 12 months, Tenant pays 50% substitute rent until cure; if uncured at 18 months, Tenant may terminate on 90 days' notice. 7. Security. Six months' base rent as an evergreen letter of credit, burning to three months after year three and one month after year six absent monetary default. No personal guaranty. 8. Transfers. Consent not to be unreasonably withheld. Permitted without consent: affiliates, mergers, and equity transfers below 50% of voting control. Recapture only on assignment of the entire premises for the balance of the term. Sublease profit split 50/50 after Tenant's transaction costs. 13. Binding provisions. Confidentiality; no-shop for 30 days from mutual execution; brokerage per Section 12; governing law of California; this LOI expires if not countersigned by May 8, 2026 and terminates if no Lease is executed within 60 days of execution. All other sections are non-binding. Side-favoring annotations (tenant view). §3 3% fixed escalator favors Landlord. §4 4% controllable cap is balanced; uncapped taxes favor Landlord in a reassessment year. §5 warm-shell delivery with an $80 allowance is Tenant-favorable for this submarket; the lien-waiver condition on final draw favors Landlord. §6 exclusive and 75/65 co-tenancy both favor Tenant. §7 LC with burn-down is balanced. §8 50/50 profit share favors Landlord. California notes. Confirm whether a change of ownership triggers Proposition 13 reassessment during the term and whether supplemental taxes pass through. With uncapped taxes in §4 this is a real tenant exposure. Confirm the CAM gross-up convention. Allocate ADA Title III responsibility between base building and Tenant's work. [UNVERIFIED - confirm current local requirements for the center's jurisdiction.] --- Assumptions I made. All rent, allowance and expense figures came from your inputs [safe]. The 4% controllable cap, the three-broker renewal mechanism, the co-tenancy percentages and the LC burn-down schedule are mine, not yours [verify - these are the four numbers to confirm with the client before sending]. I assumed the anchor is Riverpoint Market and its lease runs past year ten [verify]. Where this is weakest. Section 5's final-draw condition has no outside date, so Landlord could hold the last $100,000 indefinitely on a lien-waiver technicality. Section 2's renewal collar caps upside for Landlord and will be the first thing struck. Section 1 has no measurement standard, which means the RSF figure is negotiable after signature. What only you can decide. No-shop at 30 days as drafted, which is standard and easy to get, or 60 days, which protects the client through design spend but is a real ask in this submarket. Build-out as drafted: tenant-built against an allowance, giving control of the pharmacy build but carrying construction and lien risk, or push Landlord to turnkey, which buys schedule certainty and gives up finish control. Security as an evergreen LC, which is bankruptcy-remote for Landlord and ties up the client's borrowing capacity, or cash, which is cheaper today and sits in Landlord's estate if the center's owner files. What would make this materially better. (1) The current rent roll and anchor lease expiration, which set the real co-tenancy numbers. (2) The base building condition report, which tells us whether "warm shell" is worth $80/RSF. (3) The client's financials and whether a guaranty is coming. (4) The signed broker agreements, since Section 12 binds on signature.
Why this prompt is built the way it is
## Framework 1. **The binding split is written first.** Confidentiality, no-shop with an end date, brokerage, governing law, and LOI expiration are binding. Everything else is expressly not, pending a definitive lease. 2. **Cover the whole economic perimeter** so the lease drafter asks no questions: rent and escalation basis, operating-expense structure with caps and gross-up, free rent and its placement, security and its form. 3. **Build-out is where the money hides.** Delivery condition, landlord's work, allowance amount and disbursement conditions, who carries lien risk. 4. **Three date triggers, three definitions.** Delivery, rent commencement, opening. One undefined commencement date costs months. 5. **Control terms follow property type.** Retail lives on exclusivity and co-tenancy; office on expansion, contraction and services; industrial on clear height, loading and hours. 6. **Transfer rights need a standard and a carve-out list.** Consent standard, permitted transfers, recapture, profit share. 7. **Annotate the leverage.** One line per material term naming which side it favors as drafted. 8. **State law belongs in the LOI, not in the lease draft.** Reassessment, pass-through limits, lien-waiver mechanics, transfer taxes.