NovDeck, term sheet and contract draft should meet in one issue list
How to reconcile a deck, term sheet and contract draft through one issue list without treating a marketing statement as an agreed transaction term.
This article reflects the named expert’s practical perspective. See NovAsia’s editorial policy for how material is prepared and reviewed.
A complex property transaction can look surprisingly tidy when every document is read on its own. The sales deck tells a coherent story. The term sheet reduces the commercial discussion to a few lines. The draft contract gives the transaction a formal shape. Trouble appears when those documents are placed side by side and the buyer discovers that the same feature is described three different ways — or appears prominently in one file and nowhere in another.
I do not treat that as proof that somebody has acted improperly. The documents may have been prepared for different purposes, at different times and by different people. What matters is whether a material point can still be traced from the original sales statement to the commercial understanding and, finally, to the document that is expected to govern the transaction.
For that reason, I prefer one issue list over three separate sets of comments.
An issue list is not a fourth version of the deal
The purpose of the list is not to rewrite every document into a supposedly cleaner summary. Once a summary begins replacing the source material, it can become another document that somebody later remembers as “the agreed version”. Each issue should keep its origin visible.
Imagine a hypothetical Phnom Penh commercial property. The deck says that a management service is available to the buyer. The term sheet mentions a management fee but does not define the service. The contract draft deals with the transfer of the property and refers to separate operating rules. The question is not “which file is correct?” It is: what service is actually being offered, by whom, for how long, at what cost and under which document?
A good issue entry therefore has a subject, the source statement, the current answer, the unresolved point and the person or party expected to respond. If the answer comes from a representative, the list can record that fact without silently converting it into a contractual commitment.
Confidence is not the same as authority
Transaction discussions often reward the fastest answer. Someone on a call may say that a facility is included, a date is fixed or a condition will be changed. That information can be genuinely useful, but its legal effect depends on the actual documents and the authority of the relevant party. Those questions belong with the independent lawyer and the transaction documents.
The coordination task is different. It is to prevent an important discrepancy from disappearing simply because a confident explanation was given verbally.
I find status labels useful when they describe evidence rather than emotion: “stated in deck”, “included in term sheet”, “appears in draft”, “confirmed in signed document”, “requires seller confirmation”, “legal review pending”. Those labels make it much harder for “we discussed it” to drift into “it is agreed”.
The same discipline matters with numbers. A price can change because the included assets changed. A deposit can look identical while the refund conditions differ. Two area figures can refer to different measurement bases. A management fee can be monthly in one document and annual in another. Writing only “figure confirmed” removes the very context the buyer needs.
The list should follow material consequences
Not every wording difference deserves escalation. A deck may use broad language while the contract uses precise defined terms. Matching words is not the objective. The buyer needs to know whether the outcome that mattered to the decision has survived the journey across documents.
Suppose the deck promotes access to a shared facility. The contract draft does not repeat the marketing sentence but refers to rights governed by estate rules. That may be perfectly workable, or it may materially narrow what the buyer expected. The next step is to identify those rules and have the relevant legal question answered. Copying the deck language into the issue list would not solve anything.
The most useful issue lists also distinguish between matters that are commercially open and matters that require specialist review. A buyer may decide that a later delivery date is acceptable. A lawyer may need to determine whether a proposed amendment actually binds the required party. An engineer may need to clarify whether a specification matches what is being offered. Coordination does not collapse those decisions into one approval box.
Close the question, not the paper trail
As issues are resolved, the list should become shorter. A closed item can retain a concise record of the answer and where the supporting document sits. An unresolved item remains visible until the buyer has enough information to decide what to do with it. If the answer changes price, timing, scope or a party's obligation, it should return to the buyer as a decision point rather than be treated as a clerical update.
The goal is not to make a complex transaction look simple. Complexity may be real and completely manageable. The goal is to stop three polished documents from creating three parallel versions of reality.
When the deck remains a marketing source, the term sheet remains a record of commercial understanding, the contract draft remains a draft, and every material gap has an identified owner, the buyer can see the transaction as it actually stands. That is much more useful than a folder in which every file looks complete on its own.