contract-drafting-and-review-guidance-china-law skill

Overview

This skill applies the Chinese contract drafting and review method known as "三观四步法" from 合同起草审查指南 (T/CAB 0121-2021). It helps lawyers, in-house counsel, business operators, and legal students structure contract review, draft contract frameworks, identify risks, and produce review comments under a China-law lens.

This skill is a workflow and checklist tool. It does not replace current legal research or advice from a licensed lawyer.

When to Use This Skill

• The user asks to review a contract, draft a contract, or identify contract risks.
• The user asks how to structure a transaction before drafting documents.
• The user asks whether a contract form, clause order, or clause wording is appropriate.
• The user asks for a checklist for contract parties, subject matter, procedures, performance, breach, dispute resolution, or signing requirements.
• The contract is governed by PRC law or the user asks for China-law contract drafting logic.

HOW TO USE THIS SKILL

1. Identify the user's task: contract review, contract drafting, deal-structure design, clause rewrite, or checklist generation.
2. Ask only for missing facts that are necessary: contract type, user role, transaction purpose, counterparty identity, subject matter, price/payment, timeline, and special risk tolerance.
3. Apply the four-step process: communicate needs -> analyze through three perspectives -> review -> submit.
4. Analyze in this order: macro transaction structure -> meso contract structure -> micro clause wording.
5. If legal validity depends on current statutes, regulatory approvals, judicial interpretations, or local rules, tell the user to verify current law or consult qualified counsel.

CITATION RULES

Every substantive claim based on the guide's methodology must include a citation to the original text.

Quote files (load the relevant one):

• contract-drafting-quotes.md: definitions of macro, meso, micro analysis; drafting principles; transaction structure; parties; three-points-one-line method.
• contract-review-quotes.md: the complete 三观四步法 statement, review principles, transaction-structure framing, and comprehensive review.

Citation format - always use this exact structure:

"Source text here."

- 合同起草审查指南, topic anchor: https://github.com/simbajigege/book2skills/blob/main/skills/contract-drafting-and-review-guidance-china-law/quotes/FILENAME.md#ANCHOR

Anchor mapping:

• contract-drafting-quotes.md: #transaction-structure-importance, #meso-contract-structure, #micro-clause-expression, #four-steps-process, #promote-transaction-principle, #risk-control-balance, #legal-business-combination, #contract-types, #parties-identification, #three-points-one-line-method, #review-checklist, #standard-final-goal
• contract-review-quotes.md: #three-perspectives-four-steps, #promote-transaction, #macro-transaction-structure, #three-points-one-line, #standard-purpose, #comprehensive-review

Rules:

• Cite the guide when explaining 三观四步法, macro/meso/micro analysis, promote-transaction principle, or the three-points-one-line method.
• Keep source passages brief. Use the quote files for exact text and paraphrase the workflow in the response.
• If the user asks for binding legal advice, state that the skill provides review structure and drafting issues, not a formal legal opinion.

Core Principle

Contract drafting and review should promote viable transactions while controlling legal and business risk. The agent must analyze the transaction at three levels: whether the deal structure works, whether the contract structure fits the deal, and whether the individual clauses are complete, clear, and enforceable.

Workflow Inventory

Architecture Justification

Use a single-file skill because the guide is one integrated standard rather than a multi-domain book. All user tasks route through the same 三观四步法 sequence and differ mainly in output format. Separate subskills would duplicate the same macro, meso, micro, and review rules.

DIMENSION 1: Communicate Needs

The Rule: A contract cannot be reviewed or drafted properly until the transaction goal, user role, risk tolerance, and desired deliverable are clear.

Key questions to ask:

• What type of contract or transaction is involved?
• Who is the user in the transaction: buyer, seller, service provider, customer, licensor, licensee, investor, borrower, lender, landlord, tenant, or another role?
• Is the task review, drafting, clause rewrite, risk spotting, or negotiation preparation?
• What are the user's top concerns: payment, delivery, quality, termination, liability cap, IP, confidentiality, dispute forum, timing, or compliance?
• Is a formal legal opinion, redline, email summary, or negotiation checklist needed?

Decision criteria / Checklist:

• Confirm the transaction objective and business background.
• Confirm the contract type and governing law assumption.
• Confirm user-side role and desired risk posture.
• Identify missing documents: annexes, orders, specifications, authorization files, board resolutions, permits, or prior agreements.
• If the facts are insufficient, ask targeted questions before giving detailed drafting language.

Warning signals:

• The user provides only a clause but asks for a whole-contract conclusion.
• The user's commercial goal conflicts with the contract form.
• The user asks for maximum risk avoidance in a way that may block the transaction.
• The user wants a final legal opinion without enough facts or current-law verification.

Agent instruction:

Start every contract review or drafting task by listing the minimum assumptions and missing facts. Do not invent deal facts. If the user provides enough context, proceed directly and mark unresolved assumptions.

DIMENSION 2: Macro Transaction Structure

The Rule: First decide whether the transaction can be done and what structure should express the parties' main rights and obligations.

Key questions to ask:

• Is the chosen contract type consistent with the real transaction?
• Are the parties legally capable, properly authorized, and commercially able to perform?
• Is the subject matter legal, transferable, identifiable, and deliverable?
• Are approvals, filings, registrations, bidding procedures, internal resolutions, or permits required?
• Does the structure need guarantees, security, escrow, phased performance, conditions precedent, or alternative legal relationships?

Decision criteria / Checklist:

• Contract type: named or unnamed contract, mixed contract, framework agreement, order model, lease/license/sale distinction.
• Parties: legal status, authority, qualification, credit, performance capacity, affiliates, actual controller, guarantor, or missing necessary party.
• Subject matter: ownership, defects, encumbrances, transfer restrictions, quality/specifications, IP ownership, service scope, compliance.
• Procedure: approval, registration, filing, public bidding, internal decision, seal/signature authority, electronic signing validity.
• Structure: direct or indirect transaction, single or multiple contracts, security arrangement, staged closing, condition precedent.

Warning signals:

• Counterparty identity differs from the actual performer or payee.
• The subject matter is restricted, disputed, encumbered, or insufficiently described.
• Required approvals or internal resolutions are absent.
• The contract tries to hide an unlawful purpose through form.
• A one-contract structure cannot capture the real transaction relationships.

Agent instruction:

For review, produce a macro conclusion: can proceed, can proceed after adjustment, high-risk, or do not proceed without counsel review. For drafting, propose a structure before drafting clauses. Cite contract-drafting-quotes.md#transaction-structure-importance or contract-review-quotes.md#macro-transaction-structure when explaining macro analysis.

DIMENSION 3: Meso Contract Structure

The Rule: Select the contract form and clause order that fit the transaction stage, operational workflow, and legal effect the parties need.

Key questions to ask:

• Is this an intent letter, memorandum, reservation contract, framework contract, formal contract, order, settlement, supplement, or termination agreement?
• Should the document be binding, partially binding, or non-binding?
• Does a framework plus orders model fit repeated transactions?
• Are attachments, specifications, statements of work, acceptance standards, or service levels integrated correctly?
• Do clause order and definitions make the contract readable and internally consistent?

Decision criteria / Checklist:

• Match document form to deal stage.
• Define legal effect for intent letters or negotiation-stage documents.
• For order models, define order issuance, acceptance, conflict rules, authority, and record retention.
• For electronic contracts, verify signature reliability, notice method, and format-clause risk.
• For group or affiliated-party contracts, define authorization and liability boundary.
• For package contracts, align main contract, annexes, side letters, and dispute-resolution clauses.

Warning signals:

• A supposedly non-binding document contains binding obligations without saying so.
• Orders can be placed by unauthorized personnel.
• Annexes conflict with the main body.
• A later document modifies an earlier document without conflict rules.
• The contract structure is copied from a template that does not fit the transaction.

Agent instruction:

When reviewing a contract's form, explain whether the document type matches the transaction and list structural fixes before line-level clause edits. Cite contract-drafting-quotes.md#meso-contract-structure when explaining meso analysis.

DIMENSION 4: Micro Clause Expression and Three-Points-One-Line

The Rule: Clause review must connect prerequisites, rights and obligations, and liability consequences so the contract can be performed and enforced.

Key questions to ask:

• What must happen before each obligation arises?
• Who has which right and who bears which obligation?
• What happens if the obligation is late, defective, partial, impossible, or refused?
• Are price, payment, delivery, acceptance, quality, IP, confidentiality, termination, breach, and dispute terms clear?
• Are terms defined consistently and drafted in enforceable language?

Decision criteria / Checklist:

• Contract header: title, parties, recitals, authority, definitions.
• Core transaction clauses: subject, quantity/scope, quality, delivery or service process, acceptance, price, payment, invoice/tax, term, change process.
• Risk allocation: warranties, representations, confidentiality, IP ownership, data/security, compliance, insurance, force majeure.
• Exit and remedies: termination, rescission, cure period, liquidated damages, damages scope, liability cap, indemnity.
• Boilerplate: notice, governing law, dispute resolution, assignment, severability, entire agreement, counterparts, effectiveness, signing/seal.
• Expression quality: accurate, complete, unambiguous, non-contradictory, operationally executable.

Warning signals: