# Deal Term Negotiation Brief Builder Research

## Purpose

- Supports `skills/brokerage/deal-term-negotiation-brief-builder.md`
- Intended for seller-side brokers preparing a concise negotiation brief on LOI or business terms

## U.S.-Only Assumptions

- Focus is seller-side U.S. commercial investment sales
- The broker is supporting business-term negotiation, not giving legal advice
- Counsel will ultimately handle legal drafting and clause-level interpretation

## Source Table

| Source | Publisher | URL | Publish Date | Access Date | Source Type | Notes |
|--------|-----------|-----|--------------|-------------|-------------|-------|
| MLS Commercial Handbook | NAR | https://www.nar.realtor/sites/default/files/documents/2024-08-02-commercial-mls-handbook.pdf | 2024-08-02 | 2026-04-22 | Primary industry handbook | Offer and counter-offer participation rights |
| 2026 Code of Ethics & Standards of Practice | NAR | https://www.nar.realtor/about-nar/governing-documents/code-of-ethics/2026-code-of-ethics-standards-of-practice#article12 | 2026 | 2026-04-22 | Primary industry standard | Competence and disclosure baseline |
| Commercial Real Estate Negotiations | CCIM Institute | https://www.ccim.com/education/courses/commercial-real-estate-negotiations | n.d. | 2026-04-22 | Institutional education source | Negotiation as a formal CRE capability |
| Written Buyer Agreements Not Required for Commercial Transactions | NAR | https://www.nar.realtor/commercial/create/written-buyer-agreements-not-required-for-commercial-transactions | 2024-09-24 | 2026-04-22 | Primary industry guidance | Commercial representation environment context |
| What Is Best and Final in Commercial Real Estate? | PropRise | https://www.proprise.ai/primer/glossary/best-and-final/ | n.d. | 2026-04-22 | Practitioner process explainer | Seller priorities beyond headline price |
| The Strategic Sale: A Guide to Maximizing Value in Commercial Real Estate Disposition | One West Group | https://theonewestgroup.com/the-strategic-sale-a-guide-to-maximizing-value-in-commercial-real-estate-disposition/ | n.d. | 2026-04-22 | Practitioner process guide | Certainty, diligence, and contingency management |
| Legal Memorandum LI04: Real Estate Brokers and Salespersons and the Unauthorized Practice of Law | New York Department of State | https://dos.ny.gov/legal-memorandum-li04-real-estate-brokers-and-salespersons-and-unauthorized-practice-law | 2019 | 2026-04-22 | State legal guidance | Legal drafting boundary and attorney approval concepts |
| When Talking About "Value", Choose Your Words Carefully | TALCB | https://www.talcb.texas.gov/public/news-articles/when-talking-about-value-choose-your-words-carefully | n.d. | 2026-04-22 | State regulatory guidance | State-law caution on terminology and scope |
| Do Brokers (unknowingly) Practice Law Without a License? | Mashian Law Group | https://mashianlaw.com/do-brokers-unknowingly-practice-law/ | n.d. | 2026-04-22 | Legal commentary | California commercial transaction boundary guidance |
| Is It an Unauthorized Practice of Law? Should a Real Estate Professional Prepare a Contract? | Wells, Jaworski & Liebman | https://www.wellslaw.com/is-it-an-unauthorized-practice-of-law-should-a-real-estate-professional-prepare-a-contract/ | n.d. | 2026-04-22 | Legal commentary | New Jersey commercial contract / lease drafting boundary |

## Key Findings

- Seller-side brokers add value by organizing business terms, tradeoffs, and negotiation posture.
- The negotiation brief should emphasize:
  - price
  - earnest money
  - hard money timing
  - diligence period
  - financing contingencies
  - closing timing
  - assignment rights
  - requested credits, repairs, or carveouts
  - likely retrade pressure points
- Unauthorized-practice-of-law boundaries matter. The broker should summarize business issues and escalation points, not give legal conclusions or draft substantive legal terms from scratch where state law or brokerage policy prohibits that.

## Benchmark and Process Decisions

- The skill should create a negotiation brief for the seller and internal team, not a redlined contract.
- Required output:
  - deal snapshot
  - top seller priorities
  - give / get framework
  - non-negotiables
  - likely buyer asks
  - counsel escalation items
- The skill should explicitly label "business issue" vs "legal review needed."

## Conflicting Source Resolution

- Negotiation education sources and practitioner process guides describe the commercial logic of term tradeoffs.
- State-law and regulatory sources control where brokers risk crossing into legal advice or unauthorized drafting.
- The skill should default to conservative escalation when a negotiation issue becomes clause-specific or law-specific.

## Edge Cases and Red Flags

- Seller assumes price alone decides the winner
- Buyer wants broad assignment or long diligence with little additional consideration
- Broker is asked to advise on legal effect rather than business effect
- Buyer requests non-standard relief on title, reps, or remedies without counsel review

## Open Questions

- Whether later releases should add a dedicated LOI comparison skill separate from post-LOI PSA support
- Whether future versions should include more asset-class-specific negotiation issues
- Whether future brokerage packs should include buyer-side term negotiation support
