Opposing Counsel

SKILL.md

---
name: opposing-counsel
description: "Read a contract the way the counterparty's lawyer will — hunting for leverage, not fairness. Use when someone says 'read this like opposing counsel', 'how would the other side attack this agreement', 'find the weaknesses before they do', or before sending or signing any contract. Produces the demand/position letter opposing counsel would actually send, plus an out-of-character debrief with the clause fixes that defang each attack."
homepage: https://mohitagw15856.github.io/pm-claude-skills/skill/opposing-counsel.html
metadata:
  {
    "openclaw": { "emoji": "🧠" }
  }
---

# 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:

1. **Definitions** — every undefined or loosely defined term is an argument we get to win
2. **Obligations vs. aspirations** — "shall" is enforceable; "will endeavour to" is decoration; find what your client promised that mine didn't
3. **Silence** — what the contract fails to say (IP ownership, data, subcontracting, survival) is where we build our position
4. **Asymmetries** — termination, liability caps, indemnities, cure periods: wherever the drafting favours my client, we press
5. **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) · **🛡 Holds** (well drafted; say so).

## Output Format

### The Weakness Map
Table: clause/section | what opposing counsel sees | severity (☠️/⚠️/🛡) | the argument they'd run, quoting the contract's own words.

### The Letter (in character)
The demand or position letter opposing counsel would send — on-letterhead tone, formal, citing specific clauses, making specific demands with deadlines. Ruthless but professional; the kind that arrives on a Friday. Include this line in the artifact: *"Simulation — a plausible adversarial reading, not a prediction or legal/financial advice."*

## Debrief — out of character

Drop the persona entirely. For each ☠️ and ⚠️ finding: the specific clause language fix (redline-ready wording where possible), what it costs to ask for, and which fixes matter most if only three are negotiable. End with the single change that removes the most leverage.

## Quality Checks

- [ ] Every attack quotes or cites the contract's actual language — no generic contract-law boilerplate
- [ ] At least one clause earns 🛡 — an all-kill review means the reading was lazy, not forensic
- [ ] The letter makes specific demands with dates, not vague threats
- [ ] Each debrief fix is redline-ready wording, not "tighten this clause"
- [ ] Missing protections are named as findings — silence is the biggest weakness
- [ ] The simulation disclaimer line appears in the artifact

## Anti-Patterns

- [ ] Do not pull punches — a flattering simulation is worthless
- [ ] Do not invent facts not in the input; attack what's there and name what's missing
- [ ] Do not stay in character in the debrief — the letter frightens, the debrief fixes
- [ ] Do not present this as legal advice — it is a stress test to bring to a qualified lawyer
- [ ] Do not attack both sides — opposing counsel has one client and it is not the user