How to prepare a deal issues list from transaction documents for Commercial Property Dispositions

Prepare a seller-side deal issues list by reconciling the purchase agreement with title materials, leases, operating contracts, disclosures, and proposed closing documents. Record each material conflict or evidence gap against its source, explain the seller’s exposure, and propose a decision with an owner and deadline trigger. The deliverable is a concise, source-linked decision record—not a document inventory or complete closing checklist—that distinguishes negotiating positions, unresolved facts, and specialist questions before the seller approves a response or signs.

When to use this workflow

Use this workflow when seller’s counsel or an in-house real estate team receives a buyer’s draft, diligence comments, revised schedules, or closing forms that may change the disposition’s economics or risk allocation. Prepare the list before a negotiation call or seller approval meeting.

The scope is a US commercial property sale, including leased buildings and portfolios. Identify each affected parcel or building rather than assuming one property’s issue applies throughout a portfolio. Federal environmental and tax questions are addressed below; property-specific disclosure duties, deed requirements, transfer taxes, tenant protections, and enforceability require separate local-law review. This is a general workflow guide: contract rights depend on operative language, governing law, facts, and deal context.

What you need

Collect the purchase agreement and amendments, current draft and comparison, disclosure schedules, access agreement, and proposed deed, assignments, certificates, and escrow instructions. Distinguish executed documents from proposals and superseded versions.

For factual verification, obtain:

• Title commitments, exception documents, surveys, and parcel identifiers.
• Leases, amendments, rent rolls, tenant notices, and requested estoppels.
• Service contracts, buyer assumption elections, consent provisions, and termination correspondence.
• Environmental reports, permits, violation notices, and relevant operating records.
• Seller ownership and authority materials, tax-status information, and approval instructions.

Add outstanding buyer requests and the seller’s negotiation checklist. Record commercial boundaries, such as acceptable retained obligations or representation limits. Client instructions establish negotiating authority, not whether wording is customary or enforceable.

Use the template

Use Commercial Property Dispositions — Deal issues list as the decision record. You can copy this table into your working document or spreadsheet.

Assign a stable issue ID and identify the asset. In Source / version, use document IDs plus section, schedule, or page citations; cite both sources when they conflict. Keep lengthy extracts in referenced working notes.

Classify Issue / type as drafting, factual, commercial, or specialist review. Evidence / gap separates verified facts from assumptions and missing records. Seller impact / priority explains the consequence rather than merely saying “high risk.”

Separate the proposed seller position from its approval. Owner / trigger identifies the responsible person and contractual event or internal decision date. Decision / status records the approver, outcome, and resolution evidence. Sending a proposal does not close the issue.

Step by step

1. Establish the operative documents and review boundary

Create an index with stable document IDs, version dates, execution status, and asset coverage. Reconcile amendments before treating a clause or schedule as operative. Identify whether this review concerns agreement negotiations, diligence responses, or closing drafts so the list addresses decisions currently required.

Do not resolve an inconsistency by choosing the newest file. Confirm whether it was agreed and what it replaces. Where competing versions affect an obligation, record the uncertainty instead of presenting either version as controlling.

Template output: source references, affected assets, and unresolved questions about operative wording.

2. Extract seller obligations and buyer decision points

Read for production commitments, access rights, buyer elections, title objections, termination rights, seller cure options, and closing conditions. Separate copy-delivery obligations from inspection arrangements.

Sections 4.1–4.2 of a 2010 SEC-filed purchase agreement distinguish delivery or availability from inspection and qualify record categories by possession, control, or permission. That negotiated wording does not establish a universal duty to produce or create records.

Compare each material buyer request with the actual commitment. Confirm custody with the property manager and identify confidentiality, privilege, or third-party permission questions before proposing release. For title objections, distinguish the buyer’s requested cure from the seller’s contractual obligation or election.

Template output: the request, source obligation, relevant qualification, and proposed seller response.

3. Reconcile the agreement with property-level evidence

Map representations and disclosure exceptions to leases, notices, permits, environmental reports, and operating records. Compare the rent roll with lease amendments and tenant correspondence rather than treating it as independent proof.

Review service contracts for renewal, consent, termination cost, buyer elections, and retained obligations. Section 5.7(b) of the Dunwoody Station purchase agreement contains specific termination arrangements and seller-paid fees. It illustrates why general assumption language must be read alongside named exceptions—not that contracts are generally assignable or terminable.

Keep gaps separate from disagreements. “Consent provision not located” does not mean “consent unnecessary.” Identify whether further evidence could change a proposed representation, exception, or allocation.

Template output: conflicting evidence, the affected provision, and a narrow verification task.

4. Test closing language and retained exposure

Compare certificates, assignments, and escrow instructions with the agreement. Identify wording that broadens a representation, removes a knowledge qualification, shifts retained liability, or changes proceeds-release requirements.

The Dunwoody Station agreement separates seller deliveries in §4.2 from purchaser closing conditions in §4.6, including materiality qualifications and purchaser waiver. Under that wording, delivery alone does not establish satisfaction of every condition. See the filed agreement.

Separately extract survival periods, claim-notice requirements, action-filing conditions, and escrow-release dates. Section 9.3 of the 2010 agreement illustrates negotiated survival and liability limitations, not statutory limitation periods. Flag enforceability questions for governing-law analysis rather than resolving them from the example.

Template output: the precise inconsistency, seller exposure, and proposed conforming language or approval request.

5. Isolate environmental and tax questions

Separate environmental assessment timing from report availability. EPA explains that All Appropriate Inquiries supports specified landowner liability protections and must be conducted or updated within one year before acquisition, with specified components within 180 days. These are purchaser-protection considerations, not blanket seller disclosure duties. Ask a specialist to assess timing against anticipated acquisition; delivery is not the assessment date. See EPA’s AAI guidance.

For tax, verify tax ownership, seller status, and structure before approving withholding assumptions or proceeds instructions. IRS guidance describes general FIRPTA withholding of 15% of a foreign transferor’s amount realized, with the buyer generally responsible for withholding, subject to exceptions and special rules. Amount realized is not necessarily cash proceeds. See IRS FIRPTA guidance.

Template output: the question, missing facts, specialist owner, and affected contract or proceeds decision.

6. Prioritize issues and formulate seller decisions

Rank issues by threatened closing, changed net proceeds, expanded surviving exposure, or insufficient evidence for a seller statement. Explain why the decision matters now. An unpriced termination obligation should not compete with a typographical correction.

For each material issue, propose a primary position and, where authorized, a fallback. Explain what the seller concedes under the fallback. Consolidate duplicates, but retain separate rows where assets, owners, or triggers require independent decisions.

Distinguish positions counsel may implement from commercial choices requiring client approval. Identify whether tax, environmental, or local counsel must first resolve a dependency.

Template output: reasoned priority, proposed resolution, approval authority, and decision trigger.

7. Verify resolutions and circulate the list

Check each proposed closure against revised language, confirmed facts, or written approval. Identify any amendment, schedule revision, or closing-form change still needed to implement the agreement.

Verify triggers against definitions and amendments. Section 4.4 of the 2010 agreement, for example, requires diligence termination notice to specified recipients before inspection-period expiry. Do not import that mechanism into another sale. Record actual dates only after confirming the relevant trigger facts.

Circulate a dated list with open decisions first. Retain resolved entries and transfer implementation tasks to the appropriate checklist without losing the issue ID.

Template output: approved outcome, supporting evidence, current status, and remaining implementation owner.

Worked example

Fictional scenario: Alder Quay Properties LLC is selling Baystone Commerce Center to Meridian Vale Acquisitions LLC for $28 million. All parties, documents, amounts, and clause descriptions below are fictional.

The executed agreement, PSA-03, requires assumption of scheduled service contracts except those timely rejected. It does not expressly allocate costs of terminating rejected contracts. The buyer timely rejects the scheduled waste-services contract. A proposed closing certificate also omits an agreed knowledge qualification. Separately, a tenant’s roof-leak notice is absent from the disclosure schedule supporting the seller’s notice representation.

Counsel has the rejection notice and tenant complaint, but no vendor confirmation or repair-completion evidence. The list must distinguish verified wording from unresolved factual and commercial questions.

I-01 requires verification and allocation, not simply deleting the contract from a schedule. I-02 supports a targeted drafting correction, but seller approval is not buyer acceptance. I-03 requires investigation before final disclosure wording; proposing an exception does not establish the buyer’s acceptance or contractual effect. The complaint proves receipt of a complaint, not the roof’s current condition.

Common mistakes

• Creating a data-room inventory. Include missing material only when it affects an obligation, statement, or decision; keep routine collection elsewhere.
• Treating buyer requests as mandatory. Compare each request with production and access language, including custody and permission qualifications.
• Ignoring rejection elections. Reconcile notices with assumption schedules, termination provisions, and cost allocation.
• Assuming a schedule update cures everything. Check agreed update rights and the effect on representations, conditions, and remedies before recommending closure.
• Closing an issue on a promise. Keep amendments, consents, factual confirmations, and implementation tasks open until supported by evidence.

Final quality check

Before circulating, confirm:

• Findings cite the correct version, section or page, and asset.
• Conflicts cite both sources; gaps are not stated as facts.
• Seller obligations remain distinct from buyer requests and negotiating positions.
• Certificates and assignments preserve agreed qualifications and allocations.
• Priorities explain consequences and identify approval authority.
• Dates and notice mechanics reflect definitions, amendments, and verified triggers.
• Resolved items have evidence; open items have owners, next decisions, and explicit dependencies.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. For contract review in Word, choose the seller as represented party and provide deal-specific instructions. Findings quote clauses, rank severity, locate text, and identify missing language as not present. Lawyers can edit or insert suggestions as ordinary tracked changes in the signed-in Word user’s name, or dismiss findings with reasons. Tabular review supports cross-document work; due diligence classification can organize records and prioritize human review. Keep the issues list, approvals, and legal conclusions under lawyer control. To discuss this workflow, book a demo.

Frequently asked questions

Should every title exception appear on the list?

No. Include exceptions requiring investigation, a seller response, proposed cure, or commercial decision. Cite the exception document and applicable agreement provision rather than reproducing the commitment.

How should portfolio-wide issues be recorded?

Combine entries only where wording, facts, and resolution align. Identify affected assets expressly. Separate rows when evidence, consent requirements, or outcomes differ.

What if a requested property record cannot be found?

Record custody information, the search owner, and the gap’s contractual significance. Do not imply the record never existed or promise reconstruction without seller approval.

When is an issue ready to close?

When the authorized resolution has supporting evidence and required document changes are verified. Approval of a negotiating position alone leaves negotiation and implementation open.

Sources

• SEC-filed Purchase and Sale Agreement, Exhibit 10.1 (2010), §§4.1–4.4 and 9.3—negotiated examples, not market standards.
• Post Apartment Homes–Dunwoody Station Purchase and Sale Agreement, §§4.2, 4.6, and 5.7(b)—transaction-specific delivery, condition, and service-contract provisions.
• EPA: Brownfields All Appropriate Inquiries—assessment purpose and acquisition-based timing.
• IRS: FIRPTA withholding—general withholding framework and qualifications.

This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.