Specialist Skills

Life does not fit into neat legal categories. These specialist commands handle the situations that fall outside standard contract review -- from disputes and debt recovery to intellectual property, immigration, and estate planning.

Five commands for dispute resolution, M&A due diligence, intellectual property, debt recovery, and wills and probate. Each command produces a scored assessment report with detailed recommendations under England and Wales law.

Plate I — the broadsheet rebrand.

Plate I.a — the original, kept for reference.

/legal dispute

Why use this? You are in a disagreement that might end up in court, or you want to check whether a contract has proper dispute resolution provisions. This command assesses your position, checks limitation periods (miss the deadline and your claim is gone), and recommends the best route -- mediation, arbitration, or litigation.

Dispute resolution analysis covering CPR pre-action protocols, ADR enforceability, arbitration, limitation periods, fixed recoverable costs, and Part 36 offers.

Syntax

/legal dispute <file>

Document Types Accepted

Document Type	Key Indicators
Contract with DR clauses	Arbitration clause, mediation clause, jurisdiction clause, escalation procedure
ADR agreement	Mediation agreement, arbitration agreement, expert determination agreement
Pre-action letter	Letter before claim, letter of response, Part 36 offer
Arbitration agreement	Seat of arbitration, arbitral institution, number of arbitrators
Settlement agreement	Tomlin order, consent order, full and final settlement, release of claims
Jurisdiction agreement	Exclusive/non-exclusive jurisdiction, service of process

Assessment Frameworks

The analysis is scored across six weighted frameworks:

Framework	Weight	What Is Assessed
Pre-Action Protocols (CPR)	20%	Correct protocol identified, letter of claim requirements, response timelines, ADR consideration, document disclosure, expert evidence
ADR Clauses	25%	Mediation provisions, Arbitration Act 1996 compliance (seat, rules, confidentiality), expert determination, escalation procedures, enforceability
Fixed Recoverable Costs	10%	FRC regime applicability (up to 100k), complexity band assignment (1--4), disbursement limits
Limitation Periods	25%	Primary limitation under Limitation Act 1980 (6yr contract, 12yr deed, 3yr PI), latent damage (s.14A), date of knowledge, standstill agreements
Jurisdiction & Enforcement	10%	Exclusive vs non-exclusive jurisdiction, Hague Convention compliance, service out of jurisdiction, foreign judgment enforcement
Costs Provisions	10%	QOCS, Part 36 offers (21-day relevant period, consequences of failing to beat), costs budgeting, indemnity vs standard basis, Calderbank offers

Part 36 Consequences

A valid Part 36 offer that the opponent fails to beat at trial triggers automatic consequences: for a claimant's rejected offer, the defendant faces indemnity costs, enhanced interest (up to 10% above base rate), and an additional amount (up to 75,000 pounds). These are assessed automatically.

Limitation Is Fatal

Limitation carries 25% weight because it is a complete defence. If the limitation period has expired, the claim is extinguished regardless of merits. The analysis flags expiring and expired periods prominently.

Scoring

Each check item within a framework is scored as Pass (full points), Warning (half points), Fail (0 points), or N/A (excluded). The overall Dispute Resolution Assessment Score (0--100) is the weighted aggregate.

Grade	Score	Meaning
A	90--100	Robust dispute resolution framework
B	75--89	Good with minor gaps
C	60--74	Moderate gaps requiring attention
D	40--59	Significant dispute resolution risks
F	0--39	Critical deficiencies -- urgent action required

Priority Classification

Priority	Criteria	Examples
🔴 Critical	Active legal exposure; loss of claim or unenforceable clause	Limitation expired, arbitration clause void for uncertainty, no PAP compliance
🟡 High	Significant gap; address within 14 days	Part 36 offer technically invalid, inadequate ADR enforceability
🟡 Medium	Important but not immediately irrecoverable	Incomplete costs budgeting, asymmetric jurisdiction clause
🟢 Low	Best practice improvements	No Calderbank strategy, mediation clause could be strengthened

Key Legislation

• Civil Procedure Rules (CPR) Parts 36, 44--47
• Arbitration Act 1996
• Limitation Act 1980
• Hague Convention on Choice of Court Agreements 2005
• Senior Courts Act 1981

Key Case Law

• Halsey v Milton Keynes General NHS Trust [2004] EWCA Civ 576 (ADR refusal and costs)
• Churchill v Merthyr Tydfil CBC [2023] EWCA Civ 1416 (courts can order ADR)
• Walford v Miles [1992] 1 AC 128 (agreement to negotiate unenforceable)
• Cable & Wireless v IBM [2002] EWHC 2059 (defined ADR process enforceable)
• Enka v Chubb [2020] UKSC 38 (governing law of arbitration agreement)

Example

/legal dispute ./contracts/distribution-agreement.pdf

Output

DISPUTE-RESOLUTION-REVIEW-[identifier]-[YYYY-MM-DD].md

The report includes a scorecard, executive summary, limitation period tracker, costs risk assessment, gap analysis table, framework detail sections, recommended clause amendments, and a remediation roadmap with immediate/weekly/monthly action items.

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/legal due-diligence

Why use this? You are buying or investing in a business and need to know what documents are missing from the data room, what red flags to worry about, and whether the deal is ready to complete. This runs a 60-item checklist across corporate, financial, commercial, employment, property, IP, regulatory, and litigation categories.

M&A due diligence gap analysis with a 60-item checklist across 8 categories and traffic-light status per category.

Syntax

/legal due-diligence <file>

Transaction Types

Type	Key Indicators
Share purchase	Share purchase agreement, completion accounts, warranty and indemnity provisions
Asset purchase	Asset schedules, novation of contracts, TUPE transfer
Merger	Scheme of arrangement, court-sanctioned process, shareholder circulars
MBO/MBI	Management equity participation, vendor loan notes, ratchet provisions
Joint venture	JV agreement, deadlock provisions, exit mechanisms
Investment	Subscription agreement, anti-dilution provisions, drag/tag rights

Due Diligence Checklist (60 Items, 8 Categories)

#	Category	Weight	Items	Key Documents
1	Corporate	20%	9 items (C1--C9)	Certificate of incorporation, articles of association, shareholder register, PSC register, board minutes (3 years), director service contracts, group structure chart
2	Financial	20%	9 items (F1--F9)	Audited accounts (3 years), management accounts, aged debtors/creditors, bank facilities, charges register, tax computations, HMRC correspondence
3	Commercial	15%	7 items (CO1--CO7)	Material contracts (over 50k or 12+ months), top 10 customer and supplier contracts, distribution/agency agreements, change of control schedule
4	Employment	15%	8 items (E1--E8)	Employee list with terms, pension arrangements, bonus/incentive schemes, tribunal claims, settlement agreements, collective agreements, TUPE analysis, key person dependencies
5	Property	10%	7 items (P1--P7)	Title deeds, leases, planning permissions, environmental reports, building surveys, rates assessments, service charge budgets
6	IP	10%	8 items (IP1--IP8)	Patent/trade mark/design registrations, unregistered IP, domain names, software licences, open-source audit, IP assignments from employees/contractors
7	Regulatory	5%	6 items (R1--R6)	Licences and permits, regulatory correspondence, GDPR/UK GDPR compliance, H&S records, insurance policies, compliance certifications
8	Litigation	5%	6 items (L1--L6)	Current and threatened claims, regulatory investigations, settlement agreements, court orders, unsatisfied judgments

Weight Adjustment

Category weights are adjusted based on the target business. For technology companies, IP weight increases. For regulated entities, regulatory weight increases. For real estate businesses, property weight increases.

Status Indicators

Status	Symbol	Meaning
Provided	✅	Document appears to have been provided
Missing	❌	Document is not provided and not referenced
Incomplete	⚠️	Document is partially provided, outdated, or requires further information
N/A	--	Not applicable to this transaction type

Criticality Levels

Criticality	Transaction Impact
🔴 Essential	Transaction may not complete; may require specific indemnity; W&I insurer may refuse cover
🟡 Important	May delay completion; may affect valuation or require escrow
🟢 Nice to Have	Unlikely to delay completion; can be addressed post-completion

Red Flag Categories

The analysis automatically flags red flags in these categories:

• Title defects -- gaps in share ownership chain, unresolved charges
• Financial irregularities -- qualified audit opinions, going concern doubts
• Change of control risk -- material contracts with termination rights
• Employment exposure -- unfunded pension liabilities, TUPE non-compliance
• Regulatory risk -- lapsed licences, open investigations, data breaches
• Litigation exposure -- material claims, unsatisfied CCJs
• IP deficiencies -- gaps in ownership chain, open-source GPL contamination
• Environmental liability -- contaminated land, outstanding remediation

Key Legislation

• Companies Act 2006 (corporate documents, director duties, charges)
• Employment Rights Act 1996 (employment terms, unfair dismissal)
• TUPE Regulations 2006 (transfer of undertakings)
• Enterprise Act 2002 (merger control)
• UK GDPR / Data Protection Act 2018

Example

/legal due-diligence ./dataroom/index.pdf

Output

DUE-DILIGENCE-GAP-ANALYSIS-[identifier]-[YYYY-MM-DD].md

The report includes a readiness scorecard (grade A--F), executive summary, full gap analysis table (60 items), red flags section, category detail tables, missing documents priority schedule (essential/important/nice-to-have), W&I insurance considerations, and an estimated completion timeline.

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/legal ip

Why use this? You need to check who actually owns the intellectual property in a contract -- whether that is copyright, patents, trade marks, or trade secrets. This is especially important if you are licensing software, hiring contractors to create work, or dealing with AI-generated content where ownership rules are unclear.

Intellectual property review and protection assessment.

Syntax

/legal ip <file>

Document Types

• IP licence agreements (exclusive / non-exclusive / sole)
• IP assignment deeds
• Trade mark licences and co-existence agreements
• Patent licences
• Software licences (SaaS, on-premise, open source)
• Employment and consultancy IP clauses
• Confidentiality / NDA with IP provisions
• IP portfolio summaries and due diligence reports

Analysis Framework

Area	Legislation	What Is Assessed
Copyright	CDPA 1988	Ownership (s.11 -- employer vs contractor), assignment requirements (s.90), moral rights and waivers (s.87), duration, fair dealing
Patents	Patents Act 1977	Employee inventions (ss.39--43), patent validity, infringement risk, supplementary protection certificates
Trade marks	Trade Marks Act 1994	Registration status, distinctiveness, infringement risk, passing off, co-existence
Trade secrets	Trade Secrets Regs 2018	Adequacy of confidentiality protections, springboard injunctions, reasonable steps requirement
AI-generated works	CDPA 1988 s.9(3)	Computer-generated works ownership, training data rights, AI inventorship (Thaler v Comptroller-General DABUS ruling)
Open source	Various licences	Copyleft contamination risk (GPL, AGPL), licence compatibility, FOSS compliance obligations

AI-Generated Works

Section 9(3) CDPA 1988 provides that for computer-generated works, the author is "the person by whom the arrangements necessary for the creation of the work are undertaken." This creates significant uncertainty for AI-generated content. The analysis flags this risk for any IP provisions touching AI output.

Employee vs Contractor IP

Under s.11 CDPA 1988, copyright in works created by employees in the course of employment belongs to the employer automatically. For contractors, ownership must be expressly assigned -- it does not vest automatically in the commissioning party. Missing contractor IP assignments are flagged as critical gaps.

Scored Output

Dimension	Score Range	What It Measures
IP ownership clarity	0--100	Chain of title, assignment completeness, employee/contractor coverage
Licence terms adequacy	0--100	Scope, territory, exclusivity, sublicensing, termination provisions
Risk of infringement	0--100	Third-party IP exposure, freedom to operate, indemnification
Commercial protection	0--100	Warranties, indemnities, restrictive covenants, non-compete enforceability

Key Legislation

• Copyright, Designs and Patents Act 1988 (CDPA)
• Patents Act 1977
• Trade Marks Act 1994
• Registered Designs Act 1949
• Trade Secrets (Enforcement, etc.) Regulations 2018

Example

/legal ip ./contracts/software-licence.pdf

Output

IP-REVIEW-[name]-[YYYY-MM-DD].md

The report includes an overall IP Protection Score (0--100, grade A--F), ownership analysis, licence terms assessment, risk assessment table, clause-by-clause analysis with risk scores, and prioritised recommendations with replacement language.

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/legal debt

Why use this? Someone owes you money and you want to know the best way to get it back -- or you have received a debt claim and need to understand your position. This command checks limitation periods, calculates interest owed, and recommends the most cost-effective enforcement route for your situation.

Debt recovery and enforcement review.

Syntax

/legal debt <file>

Document Types

• Letters before action / letters of claim
• County Court claims (N1 form, Particulars of Claim)
• Statutory demands (s.123 Insolvency Act 1986)
• Payment plans and instalment agreements
• Personal guarantees
• Deeds of settlement / compromise agreements
• Charging order applications
• Writs of control / warrants of execution
• Third-party debt orders

Analysis Framework

Pre-Action Protocol Compliance

Requirement	Detail
Sufficient information	Debt amount, basis of claim, interest calculation provided to debtor
Response period	30 days for business debtors, 14 days for individuals
ADR consideration	Genuine consideration of alternative dispute resolution
Proportionality	Claim proportionate to the amount owed

Limitation Period Check (Limitation Act 1980)

Cause of Action	Period	Section
Simple contract	6 years from breach	s.5
Deed	12 years from breach	s.8
Personal injury	3 years from injury/knowledge	s.11
Acknowledgement/part payment restart	Resets clock	ss.29--30

Time-Barred Debts

A debt that has passed its limitation period is unrecoverable through the courts. The analysis prominently flags debts at risk of becoming time-barred and calculates the exact expiry date.

Interest Calculation

Type	Rate	Authority
B2B statutory interest	8% + Bank of England base rate	Late Payment of Commercial Debts Act 1998
County Court interest	8% simple	County Court Act 1984 s.69
Contractual interest	As stated in the contract	Subject to unfair terms assessment
B2B fixed compensation	40--100 pounds depending on debt size	Late Payment Act 1998

Enforcement Route Recommendations

Debt Amount	Debtor Type	Recommended Route
Under 10,000 pounds	Any	Small claims track, Money Claim Online
10,000--25,000 pounds	Any	Fast track
Over 25,000 pounds	Any	Multi-track or High Court enforcement
Over 750 pounds	Company	Statutory demand, winding-up petition
Over 5,000 pounds	Individual	Statutory demand, bankruptcy petition
Any with property	Any	Charging order on property
Employed debtor	Individual	Attachment of earnings
Debtor with bank account	Any	Third-party debt order
Debtor with goods	Any	Writ of control (High Court) or warrant of execution (County Court)

Consumer Debt Protections

Protection	Legislation	What It Covers
CCA 1974 compliance	Consumer Credit Act 1974	Regulated agreements, default notices, unfair relationships
FCA debt collection	CONC 7	Fair treatment, communication frequency, vulnerable customers
Breathing space	Debt Respite Scheme	60-day moratorium on enforcement, interest, and charges
Administration order	County Court Act 1984	Court-managed repayment for debts under 5,000 pounds
IVA	Insolvency Act 1986	Individual Voluntary Arrangement as alternative to bankruptcy

B2B Late Payment

For business-to-business debts, the Late Payment of Commercial Debts Act 1998 provides a statutory entitlement to 8% above the Bank of England base rate, plus fixed compensation of 40 pounds (debt under 1,000), 70 pounds (debt 1,000--9,999.99), or 100 pounds (debt 10,000+). The analysis calculates the total automatically.

Key Legislation

• Limitation Act 1980
• Late Payment of Commercial Debts (Interest) Act 1998
• Civil Procedure Rules (CPR)
• Insolvency Act 1986
• Consumer Credit Act 1974

Example

/legal debt ./correspondence/letter-before-action.pdf

Output

DEBT-REVIEW-[debtor]-[YYYY-MM-DD].md

The report includes a claim summary (creditor, debtor, principal, interest, total), overall strength score (0--100, grade A--F), pre-action compliance table, limitation period tracker with expiry date and status, recommended recovery route with estimated costs and timeline, risk factors, and a step-by-step action plan with deadlines.

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/legal wills

Why use this? You want to check whether a will is properly drafted and legally valid, understand the inheritance tax position, or identify who might have a claim against the estate. This is useful whether you are drafting a new will, reviewing an existing one, or dealing with probate.

Wills and probate document review.

Syntax

/legal wills <file>

Document Types

• Wills (simple, mirror, mutual)
• Codicils
• Letters of wishes
• Lasting Powers of Attorney (Property & Financial Affairs, Health & Welfare)
• Grant of Probate / Letters of Administration applications
• IHT400 / IHT205 (inheritance tax returns)
• Deeds of Variation (s.142 IHTA 1984)
• Trust deeds (lifetime, will trust, discretionary, interest in possession)

Analysis Framework

Wills Act 1837 Compliance (s.9 Execution Requirements)

Requirement	What Is Checked
Testamentary capacity	Banks v Goodfellow [1870] four-part test: understands nature of will-making, knows extent of estate, aware of moral claims, free from delusion
Knowledge and approval	Testator understood and approved the contents of the will
Execution (s.9)	Signed by testator (or at direction), in the presence of 2 witnesses who both attest
Witness independence	Beneficiary witness rule (s.15) -- gift to a witness or their spouse is void
Attestation clause	Present, adequate, and confirms s.9 compliance
Revocation clause	Express revocation of all prior wills and codicils

The Golden Rule

Following Kenward v Adams [1975], where there is any doubt about the testator's capacity (especially the elderly or seriously ill), a medical practitioner should examine the testator and record their opinion on capacity. The analysis flags high-risk capacity situations.

Substantive Review

• Executor appointments (professional vs lay, number, substitutes)
• Guardian appointments for minor children
• Specific gifts and pecuniary legacies
• Residuary estate disposition
• Trust provisions (age contingencies, trustee powers, class gifts)
• Survivorship clauses (28-day standard)
• Digital assets provisions
• Funeral wishes

Inheritance Tax Planning (IHTA 1984)

Relief/Allowance	Amount/Rate	Conditions
Nil-rate band (NRB)	325,000 pounds	Available to all estates
Residence nil-rate band (RNRB)	175,000 pounds	Must leave a qualifying residential interest to a direct descendant; tapered withdrawal for estates over 2m pounds
Transferable NRB	Up to 100% of deceased spouse's unused NRB	Spouse/civil partner must have died first without fully using their NRB
Transferable RNRB	Up to 100% of deceased spouse's unused RNRB	Same conditions as transferable NRB
Business Property Relief (BPR)	50% or 100%	Relevant business property held for 2+ years; 100% for unquoted shares, business, interest in business; 50% for quoted shares giving control, land/buildings/machinery used by partnership/company
Agricultural Property Relief (APR)	50% or 100%	Agricultural property occupied for 2+ years (owner-occupier) or 7 years (let); 100% if vacant possession or let on tenancy beginning after 1 Sept 1995
Charity exemption	40% to 36% rate reduction	Reduced rate of 36% (instead of 40%) if 10%+ of baseline amount left to charity
Potentially Exempt Transfers	Full exemption after 7 years	Taper relief applies between 3--7 years

Maximum Combined Allowance

A married couple or civil partners can combine their allowances for a potential maximum of 1,000,000 pounds free of IHT (2 x 325,000 NRB + 2 x 175,000 RNRB), provided the RNRB conditions are met.

Inheritance (Provision for Family and Dependants) Act 1975

The analysis assesses claim risk from potential applicants:

Applicant Category	Test Applied
Surviving spouse/civil partner	Such financial provision as is reasonable in all circumstances (higher standard)
Former spouse (not remarried)	Reasonable financial provision for maintenance
Cohabitant (2+ years before death)	Reasonable financial provision for maintenance
Child of the deceased	Reasonable financial provision for maintenance
Person treated as child of family	Reasonable financial provision for maintenance
Person maintained by the deceased	Reasonable financial provision for maintenance

LPA Compliance (Mental Capacity Act 2005)

• Certificate provider requirements
• Named persons to be notified
• Restrictions and conditions
• Registration with the Office of the Public Guardian (OPG)
• Capacity presumption and best interests principles

Key Legislation

• Wills Act 1837
• Administration of Estates Act 1925
• Inheritance Tax Act 1984 (IHTA)
• Inheritance (Provision for Family and Dependants) Act 1975
• Mental Capacity Act 2005
• Trustee Act 2000

Key Case Law

• Banks v Goodfellow [1870] LR 5 QB 549 (testamentary capacity test)
• Kenward v Adams [1975] (golden rule for capacity assessment)

Example

/legal wills ./estate/will-draft.pdf

Output

WILL-REVIEW-[testator]-[YYYY-MM-DD].md

The report includes an overall validity score (0--100, grade A--F), execution compliance table (Wills Act 1837), estate distribution summary, IHT estimate with available reliefs and estimated liability, Inheritance Act 1975 claim risk assessment (high/medium/low with identified potential claimants and defensive measures), and prioritised recommendations with replacement language.