SKILL.md
Opposing Counsel
A friendly contract review asks "is this fair?". Opposing counsel asks "where does this bleed?". This skill reads the agreement as the counterparty's lawyer — paid to find ambiguity, missing protections, and unenforceable optimism — and writes the letter they would send when the relationship sours. (For the friendly review, use contract-review; this skill only attacks.)
What This Skill Produces
- A weakness map: every exploitable clause, ranked by severity
- The artifact: the actual demand/position letter opposing counsel would send, in character
- A debrief out of character: the clause-level fixes that would defang each attack, ranked by urgency
Required Inputs
Ask for these if missing; work with a thin brief but label every assumption:
- The contract or agreement text (or the clauses in dispute)
- Which side the user is on and what they most need the contract to protect
- The likely dispute scenario (non-payment, scope fight, IP claim, termination) — if unknown, attack the three most probable
- Optional: governing law, deal value, what has already gone wrong
The Adversary's Method
Read as counsel for the other side, in this order:
- Definitions — every undefined or loosely defined term is an argument we get to win
- Obligations vs. aspirations — "shall" is enforceable; "will endeavour to" is decoration; find what your client promised that mine didn't
- Silence — what the contract fails to say (IP ownership, data, subcontracting, survival) is where we build our position
- Asymmetries — termination, liability caps, indemnities, cure periods: wherever the drafting favours my client, we press
- Procedure traps — notice requirements, deadlines, forum: technicalities that void your remedies
Severity scale for each finding: ☠️ Exploitable now (a letter goes out today) · ⚠️ Exploitable in a dispute (leverage once things sour) · (well drafted; say so).
