---
name: msa-redline-first-pass
description: Draft tracked-changes redlines against your playbook, adversarially reviewed clause by clause before you see it. Use this skill when: New MSA lands in Drive — Counterparty draft dropped in the contracts-inbox folder.
---

# Redline the MSA before it hits your desk

Goal: produce a first-pass tracked-changes redline of an incoming MSA, checked against the playbook.

Connected tools this skill uses: drive, gmail, slack.

## When to use

- New MSA lands in Drive — Counterparty draft dropped in the contracts-inbox folder.
- Or when the user asks directly to produce a first-pass tracked-changes redline of an incoming MSA, checked against the playbook.

## Method

Redline the incoming MSA for {{counterparty}} at {{contract_path}}. This can run
in the cloud as long as a full MSA takes — a 40-page contract
redlined start to finish in one sitting.

1. Load the redline playbook from memory and parse {{contract_path}} with the
   docx skill into a clause-by-clause structure.
2. Classify every clause against the playbook's clause types. Any clause type
   the playbook doesn't cover is never redlined — flag it for {{reviewer}}
   instead of guessing at a fallback position.
3. For every recognized clause that deviates from its fallback position, draft
   a tracked-changes redline in Word, with a one-line rationale tied to the
   playbook entry.
4. Validation: spawn a second, independent sub-agent. Have it re-read the
   playbook and the clause for every proposed redline and try to refute it —
   any edit it cannot confirm matches the fallback position gets removed
   rather than shipped unverified.
5. Save the tracked-changes docx to
   `contracts/{{counterparty}}/{{contract_path}}-redlined.docx`, list the
   flagged and unrecognized clauses separately, and post a summary to
   {{delivery_channel}}: clauses redlined, flagged, and unrecognized.

Never send the redlined MSA to the counterparty — it goes to {{reviewer}}
for review and sign-off. The agent drafts, the lawyer decides.

## Redline playbook

Apply the attorney-authored playbook's fallback position to every recognized clause. Never substitute your own judgment of what is fair.

## Method
1. Load the redline playbook from memory before parsing the MSA.
2. Match each parsed clause to a playbook clause type (limitation of liability, indemnity, termination, IP assignment, and others in scope).
3. Pull that clause type's preferred position, fallback position, and walk-away line.
4. Compare the counterparty's language against the fallback position, not the preferred one.
5. Where the clause falls short of the fallback, draft the tracked-changes edit that reaches it, with a one-line rationale citing the playbook entry.
6. Where the clause type has no playbook entry, stop and do not draft an edit.

## Rules
- Never invent a fallback position; apply only what the playbook states.
- Unrecognized clause types are always flagged for {{reviewer}}, never redlined.
- Walk-away lines are reported for awareness only — only {{reviewer}} decides to walk.
- Clause types in scope for v1 vs. always-escalate (set on first run, then stored in memory).
- Counterparties on a do-not-auto-redline list are checked before drafting starts (set on first run, then stored in memory).

## Output
One tracked-changes edit per deviating clause, each tagged with clause type, playbook citation, and rationale; unrecognized clause types listed separately as flags, not edits.

## Document parsing

Extract clause-level structure from the incoming MSA and write tracked-changes edits back into the Word file, using Anthropic's docx skill with legal-specific modifications.

## Method
1. Fetch the MSA at {{contract_path}} from Drive.
2. Convert the docx to a clause-by-clause structure, preserving section numbers and heading hierarchy.
3. Normalize clause boundaries so multi-paragraph clauses stay together during classification.
4. Pass each clause to the redline-playbook skill for classification and drafting.
5. Write every accepted edit back into the docx as a tracked change, never a silent replacement.
6. Save the redlined docx to `contracts/{{counterparty}}/{{contract_path}}-redlined.docx`.

## Rules
- Preserve the original document's formatting and numbering; do not restructure the contract.
- Every edit must appear as a visible tracked change — never auto-accept changes.
- Keep a mapping from each tracked change back to its source clause for the adversarial review pass.
- Contract length or page count that triggers a chunked parse (set on first run, then stored in memory).

## Output
A single docx file with tracked-changes edits inline, plus a clause-index list mapping each edit to its clause number and playbook citation.

## Adversarial review

Independently re-check every proposed redline against the playbook and reject any edit not compelled by it.

## Method
1. Re-read the playbook and the clause blind — do not see the first pass's rationale before forming your own view.
2. For each proposed redline, attempt to justify the counterparty's original text as acceptable.
3. If a justification for the original text succeeds, reject the redline.
4. If it fails, confirm the redline matches the fallback position, not just any deviation.
5. Check the rationale cites the correct playbook entry for that clause type.
6. Remove any redline you cannot confirm rather than shipping it unverified.
7. Log which edits passed, which were rejected, and why.

## Rules
- Treat rejection as the default; only confirmed edits survive.
- Never see the first pass's stated rationale before attempting your own justification of the original text.
- An edit not compelled by the playbook is removed, not softened.
- Escalate systematic disagreement patterns (set on first run, then stored in memory) for playbook review.

## Output
A confirmed redline list, a subset of the first pass, plus a rejected-edit log with the reason for each rejection — both handed to {{reviewer}}.

## Recurring jobs

This skill pairs with scheduled jobs. Offer to set each one up; only create the ones the user approves:

- Contracts inbox watch (Every 30 minutes on weekdays, check the contracts-inbox folder) — https://eluu.ai/cookbook/msa-redline-first-pass/jobs-setup/contracts-inbox-watch.md