---
name: escalation-flagger
description: >
  Route a contract issue to the right approver per the escalation matrix in
  `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`, and draft the ask. Use when the user
  says "who needs to approve this", "escalate this", "does this need GC sign-off",
  "route this for approval", or when another skill finds an issue that exceeds the
  reviewer's authority.
argument-hint: "[describe the issue, or reference a review memo]"
---

# /escalation-flagger

Names the approver for a contract issue per the `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` escalation matrix and drafts the message so you're not writing "hey got a sec" at 5pm.

## Instructions

1. **Load `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`** → Escalation section. If missing, say so — the practice profile needs editing.

2. **Characterize the issue:** dollar threshold / term deviation / automatic trigger / business decision.

3. **Match to matrix, name the approver.** Be specific — a person or role, not "legal leadership."

4. **Draft the ask** per the template below: what the contract says, what playbook says, options with recommendation, decision-by date.

5. **Do not send.** Draft it, show it, let the lawyer send.

## Examples

```
/commercial-legal:escalation-flagger
The Acme MSA has uncapped liability — who approves and what do I say?
```

```
/commercial-legal:escalation-flagger
Reference: acme-review-memo.md
Issue: §8.2 indemnity carveouts
```

---

## Matter context

**Matter context.** Check `## Matter workspaces` in the practice-level CLAUDE.md. If `Enabled` is `✗` (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run `/commercial-legal:matter-workspace switch <slug>` or say `practice-level`." Load the active matter's `matter.md` for matter-specific context and overrides. Write outputs to the matter folder at `~/.claude/plugins/config/claude-for-legal/commercial-legal/matters/<matter-slug>/`. Never read another matter's files unless `Cross-matter context` is `on`.

---

## Purpose

Every contracts team has an escalation matrix, written or not. This skill reads the written one (in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`), matches a contract issue against it, names the approver, and drafts the ask so the lawyer isn't writing "hey do you have a sec" messages at 5pm.

## Load the matrix

**Which side?** Before matching to the matrix, determine which side the company is on for the contract whose issue is being escalated. Usually obvious: if the counterparty is a vendor/supplier providing goods or services, you're purchasing-side. If the counterparty is a customer buying your product/service, you're sales-side. If it's not obvious, ask. Read the matching playbook section (`### Sales-side playbook` or `### Purchasing-side playbook`) to evaluate whether the term is inside fallbacks or triggers an automatic escalation — a term that's fine on one side can be a hard-no on the other. Note which side in the drafted ask so the approver knows which playbook was applied.

Read `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` → `## Escalation`. If it's missing or vague, say so — the cold-start interview should have captured this, and if it didn't, the practice profile needs editing.

Expected structure:

| Can approve | Threshold | Escalates to | Via |
|---|---|---|---|
| Paralegal | Standard terms, <$50K | Counsel | Slack |
| Counsel | Non-standard but within fallbacks, <$500K | GC | Slack or email |
| GC | Everything else | CFO/Board | Meeting |

Plus **automatic escalation triggers** — things that escalate regardless of dollar value. Typically: unlimited liability, IP assignment, anything on the "never accept" lists.

## Workflow

### Step 1: Characterize the issue

What's being escalated?

- **Dollar threshold:** Contract value exceeds someone's approval authority
- **Term deviation:** A term is outside the playbook fallbacks — someone more senior needs to decide whether to accept
- **Automatic trigger:** One of the always-escalate items is present
- **Business decision:** Not a legal call — needs the business owner, not legal leadership

Don't escalate things that are actually fine. If the term is within the fallbacks in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`, it doesn't need to go up.

### Step 2: Match to the matrix

```
Is the issue an automatic trigger?
  → YES: escalate to [person named for that trigger]
  → NO: continue

Is the contract value above the reviewer's threshold?
  → YES: escalate to whoever has authority at that dollar level
  → NO: continue

Is the term deviation outside all documented fallbacks?
  → YES: escalate to whoever can approve non-standard terms
  → NO: reviewer can approve — no escalation needed
```

### Step 3: Name the approver

Be specific. Not "escalate to legal leadership" — name the person or role from `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`. If the matrix doesn't name anyone for this situation, say so: "The escalation matrix doesn't cover [situation]. Suggest asking [GC name] who owns this."

### Step 4: Draft the ask

The approver should be able to decide from the message alone — no "let me pull up the contract."

```markdown
**Escalating to:** [name]
**Via:** [Slack #channel / email / meeting — per `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`]
**Urgency:** [deadline if there is one]

---

Hey [name] —

Need your call on the [Counterparty] [agreement type]. [One sentence on deal context.]

**The issue:** [Plain English, one paragraph. What they want, why it's outside
our standard, what the risk actually is.]

**What the contract says:**
> "[exact quote]"

**What our playbook says:** [quote from `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`]

**Options:**
1. **Accept** — [one line on why this might be okay]
2. **Push back with:** "[proposed counter-language]" — [one line on likely counterparty reaction]
3. **Walk** — [one line on whether that's realistic given the business context]

**My recommendation:** [which option and why, briefly]

**Need a decision by:** [date, if there is a deadline]

[Link to full review memo]
```

### Step 5: Record the escalation

If this team uses a ticket system or [CLM] approval workflows, log it. If not, note in the review memo that the escalation was sent, to whom, and when. The next person who reads the memo should see the status.

## Calibration: when in doubt, escalate with a note

The cost of an unnecessary escalation is ~30 seconds of the approver's time — they read, say "fine, proceed," and the record shows they saw it. The cost of a missed escalation is signing an unapproved term, which is a one-way door. The costs are not symmetric. **When in doubt, escalate.**

The calibration for what warrants escalation lives in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`, not in this skill. Check the playbook's stated position, its fallbacks, and its "automatic escalation regardless of dollar value" list:

- **Clearly inside the fallback range:** no escalation needed.
- **Clearly outside the range, or on the automatic-escalation list:** escalate.
- **Uncertain — the term is ambiguous, novel, or arguably inside the range but the argument is a stretch:** escalate anyway, and note the uncertainty explicitly. The draft flags the specific question the approver needs to decide and why the skill couldn't confidently place it inside the fallback. The approver narrows; the skill does not.

Do not suppress an escalation because over-escalation might train approvers to skim. That's an approver-experience problem the attorney solves by adjusting thresholds in the playbook, not a problem the skill solves by making its own subjective call on a term it's uncertain about.

If a term comes up that the playbook doesn't address, don't guess the threshold — ask the reviewing attorney whether this class of issue should escalate, and offer to record the answer in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` so future reviews are consistent.

## What this skill does not do

- It does not approve anything. It routes.
- It does not decide between the options. The draft includes a recommendation but the approver decides.
- It does not send the escalation message — it drafts it. The lawyer sends it after reading.

---

Attribution added by YourAIKit. It is not part of the upstream file.

- Source: https://github.com/anthropics/claude-for-legal/tree/main/commercial-legal/skills/escalation-flagger
- Credit: Anthropic, Claude for Legal (commercial-legal)
- Upstream copy: anthropics/claude-for-legal at commit 4a6c651889c97cc9140580363c73e0eb17379c2b, commercial-legal/skills/escalation-flagger/SKILL.md
- Copyright: held by the upstream authors credited above
- License: Apache-2.0. Full text: https://youraikit.com/licenses/anthropics-claude-for-legal-root/LICENSE
- The full upstream license text (LICENSE) follows.

License (LICENSE):

```text

                                 Apache License
                           Version 2.0, January 2004
                        http://www.apache.org/licenses/

   TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

   1. Definitions.

      "License" shall mean the terms and conditions for use, reproduction,
      and distribution as defined by Sections 1 through 9 of this document.

      "Licensor" shall mean the copyright owner or entity authorized by
      the copyright owner that is granting the License.

      "Legal Entity" shall mean the union of the acting entity and all
      other entities that control, are controlled by, or are under common
      control with that entity. For the purposes of this definition,
      "control" means (i) the power, direct or indirect, to cause the
      direction or management of such entity, whether by contract or
      otherwise, or (ii) ownership of fifty percent (50%) or more of the
      outstanding shares, or (iii) beneficial ownership of such entity.

      "You" (or "Your") shall mean an individual or Legal Entity
      exercising permissions granted by this License.

      "Source" form shall mean the preferred form for making modifications,
      including but not limited to software source code, documentation
      source, and configuration files.

      "Object" form shall mean any form resulting from mechanical
      transformation or translation of a Source form, including but
      not limited to compiled object code, generated documentation,
      and conversions to other media types.

      "Work" shall mean the work of authorship, whether in Source or
      Object form, made available under the License, as indicated by a
      copyright notice that is included in or attached to the work
      (an example is provided in the Appendix below).

      "Derivative Works" shall mean any work, whether in Source or Object
      form, that is based on (or derived from) the Work and for which the
      editorial revisions, annotations, elaborations, or other modifications
      represent, as a whole, an original work of authorship. For the purposes
      of this License, Derivative Works shall not include works that remain
      separable from, or merely link (or bind by name) to the interfaces of,
      the Work and Derivative Works thereof.

      "Contribution" shall mean any work of authorship, including
      the original version of the Work and any modifications or additions
      to that Work or Derivative Works thereof, that is intentionally
      submitted to Licensor for inclusion in the Work by the copyright owner
      or by an individual or Legal Entity authorized to submit on behalf of
      the copyright owner. For the purposes of this definition, "submitted"
      means any form of electronic, verbal, or written communication sent
      to the Licensor or its representatives, including but not limited to
      communication on electronic mailing lists, source code control systems,
      and issue tracking systems that are managed by, or on behalf of, the
      Licensor for the purpose of discussing and improving the Work, but
      excluding communication that is conspicuously marked or otherwise
      designated in writing by the copyright owner as "Not a Contribution."

      "Contributor" shall mean Licensor and any individual or Legal Entity
      on behalf of whom a Contribution has been received by Licensor and
      subsequently incorporated within the Work.

   2. Grant of Copyright License. Subject to the terms and conditions of
      this License, each Contributor hereby grants to You a perpetual,
      worldwide, non-exclusive, no-charge, royalty-free, irrevocable
      copyright license to reproduce, prepare Derivative Works of,
      publicly display, publicly perform, sublicense, and distribute the
      Work and such Derivative Works in Source or Object form.

   3. Grant of Patent License. Subject to the terms and conditions of
      this License, each Contributor hereby grants to You a perpetual,
      worldwide, non-exclusive, no-charge, royalty-free, irrevocable
      (except as stated in this section) patent license to make, have made,
      use, offer to sell, sell, import, and otherwise transfer the Work,
      where such license applies only to those patent claims licensable
      by such Contributor that are necessarily infringed by their
      Contribution(s) alone or by combination of their Contribution(s)
      with the Work to which such Contribution(s) was submitted. If You
      institute patent litigation against any entity (including a
      cross-claim or counterclaim in a lawsuit) alleging that the Work
      or a Contribution incorporated within the Work constitutes direct
      or contributory patent infringement, then any patent licenses
      granted to You under this License for that Work shall terminate
      as of the date such litigation is filed.

   4. Redistribution. You may reproduce and distribute copies of the
      Work or Derivative Works thereof in any medium, with or without
      modifications, and in Source or Object form, provided that You
      meet the following conditions:

      (a) You must give any other recipients of the Work or
          Derivative Works a copy of this License; and

      (b) You must cause any modified files to carry prominent notices
          stating that You changed the files; and

      (c) You must retain, in the Source form of any Derivative Works
          that You distribute, all copyright, patent, trademark, and
          attribution notices from the Source form of the Work,
          excluding those notices that do not pertain to any part of
          the Derivative Works; and

      (d) If the Work includes a "NOTICE" text file as part of its
          distribution, then any Derivative Works that You distribute must
          include a readable copy of the attribution notices contained
          within such NOTICE file, excluding those notices that do not
          pertain to any part of the Derivative Works, in at least one
          of the following places: within a NOTICE text file distributed
          as part of the Derivative Works; within the Source form or
          documentation, if provided along with the Derivative Works; or,
          within a display generated by the Derivative Works, if and
          wherever such third-party notices normally appear. The contents
          of the NOTICE file are for informational purposes only and
          do not modify the License. You may add Your own attribution
          notices within Derivative Works that You distribute, alongside
          or as an addendum to the NOTICE text from the Work, provided
          that such additional attribution notices cannot be construed
          as modifying the License.

      You may add Your own copyright statement to Your modifications and
      may provide additional or different license terms and conditions
      for use, reproduction, or distribution of Your modifications, or
      for any such Derivative Works as a whole, provided Your use,
      reproduction, and distribution of the Work otherwise complies with
      the conditions stated in this License.

   5. Submission of Contributions. Unless You explicitly state otherwise,
      any Contribution intentionally submitted for inclusion in the Work
      by You to the Licensor shall be under the terms and conditions of
      this License, without any additional terms or conditions.
      Notwithstanding the above, nothing herein shall supersede or modify
      the terms of any separate license agreement you may have executed
      with Licensor regarding such Contributions.

   6. Trademarks. This License does not grant permission to use the trade
      names, trademarks, service marks, or product names of the Licensor,
      except as required for reasonable and customary use in describing the
      origin of the Work and reproducing the content of the NOTICE file.

   7. Disclaimer of Warranty. Unless required by applicable law or
      agreed to in writing, Licensor provides the Work (and each
      Contributor provides its Contributions) on an "AS IS" BASIS,
      WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or
      implied, including, without limitation, any warranties or conditions
      of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A
      PARTICULAR PURPOSE. You are solely responsible for determining the
      appropriateness of using or redistributing the Work and assume any
      risks associated with Your exercise of permissions under this License.

   8. Limitation of Liability. In no event and under no legal theory,
      whether in tort (including negligence), contract, or otherwise,
      unless required by applicable law (such as deliberate and grossly
      negligent acts) or agreed to in writing, shall any Contributor be
      liable to You for damages, including any direct, indirect, special,
      incidental, or consequential damages of any character arising as a
      result of this License or out of the use or inability to use the
      Work (including but not limited to damages for loss of goodwill,
      work stoppage, computer failure or malfunction, or any and all
      other commercial damages or losses), even if such Contributor
      has been advised of the possibility of such damages.

   9. Accepting Warranty or Additional Liability. While redistributing
      the Work or Derivative Works thereof, You may choose to offer,
      and charge a fee for, acceptance of support, warranty, indemnity,
      or other liability obligations and/or rights consistent with this
      License. However, in accepting such obligations, You may act only
      on Your own behalf and on Your sole responsibility, not on behalf
      of any other Contributor, and only if You agree to indemnify,
      defend, and hold each Contributor harmless for any liability
      incurred by, or claims asserted against, such Contributor by reason
      of your accepting any such warranty or additional liability.

   END OF TERMS AND CONDITIONS

   APPENDIX: How to apply the Apache License to your work.

      To apply the Apache License to your work, attach the following
      boilerplate notice, with the fields enclosed by brackets "[]"
      replaced with your own identifying information. (Don't include
      the brackets!)  The text should be enclosed in the appropriate
      comment syntax for the file format. We also recommend that a
      file or class name and description of purpose be included on the
      same "printed page" as the copyright notice for easier
      identification within third-party archives.

   Copyright [yyyy] [name of copyright owner]

   Licensed under the Apache License, Version 2.0 (the "License");
   you may not use this file except in compliance with the License.
   You may obtain a copy of the License at

       http://www.apache.org/licenses/LICENSE-2.0

   Unless required by applicable law or agreed to in writing, software
   distributed under the License is distributed on an "AS IS" BASIS,
   WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.
   See the License for the specific language governing permissions and
   limitations under the License.
```