Magister Operis · Integrity
Transaction Document Architecture
Structure, production and coordination of transaction document sets: sales-purchase, fee, sub-fee, paymaster and general transaction agreements, with licensed counsel wherever the parties require it.
Documents structured
Document architecture is the organization of a transaction's paperwork: which documents exist, who signs each, in what order, which defined terms, codes and schedules they share, and which evidenced event each obligation and payment follows.
| Document | Role in the transaction |
|---|---|
| Sales-purchase agreement (SPA) | Product, price, procedures, delivery, payment instrument, transfer of title, governing law. |
| Fee agreement (incl. IMFPA) | Compensation owed to intermediaries and advisers, its source in the transaction, its trigger and its payment mechanism. |
| Sub-fee agreement | Compensation of the intermediaries on one side, a group within a side, or behind a fee agreement that names a single party; records each intermediary's activities and share. |
| Paymaster agreement | Instructions under which an attorney paymaster receives funds into a trust account and disburses them. |
| General transaction agreements | Deeds of agreement (DOA), working agreements, and the other agreements a specific transaction requires. |
Document production
When Magister Operis produces the document set, it is:
- organized around the specific transaction, not adapted from a generic form;
- laid out to the presentation standard of banks, accounting firms and law firms;
- spell-checked and proofread, and produced in more than one language where the parties require it;
- coded throughout: transaction codes, document codes and cross-references are interlaced across every document, so the set stays synchronized.
The published Deal Snapshots for gold, petroleum and crypto are produced to the same presentation standard.
Fee structure
| Placement | Structure |
|---|---|
| Embedded | Fee provisions carried within the SPA or other prime transaction document. |
| Separate | A stand-alone fee agreement that references the prime transaction document by its transaction and document codes. |
| Who pays | Structure |
|---|---|
| Buyer | All fees paid from the buy side. |
| Seller | All fees paid from the sell side. |
| Each side its own | Buyer pays buy-side fees; seller pays sell-side fees. |
| Both sides, both sides | Buyer and seller each contribute to the fees on both sides. |
The parties settle the allocation for each transaction; Magister Operis carries it consistently through every document in the set.
Sub-fee agreements are structured concurrently with the fee agreement. Intermediaries appear, with their activities and compensation, in the sub-fee agreement, not in the prime transaction document or as named beneficiaries of the fee agreement. Their compensation is secured without adding names to the prime transaction.
Working with counsel
| Arrangement | Magister Operis | Parties and counsel |
|---|---|---|
| Counsel engaged by the parties | Coordinates the transaction and identifies law firms where useful. | Counsel prepares the legal terms and holds professional responsibility for them. |
| Counsel integrated into the work | Structures, organizes, codes and produces the document set for counsel. | Counsel settles legal terms and governing law, finalises the set, and holds professional responsibility for it. |
| Terms settled by the parties | Organizes, formats, codes and cross-references the terms the parties have settled. | The parties own their terms and decide whether to involve counsel. Magister Operis assumes no legal liability. |
Legal research is not part of the service. Jurisdiction, regulatory compliance, governing law and enforceability are questions for licensed counsel. Where they arise, the parties engage counsel directly; Magister Operis identifies firms where useful and coordinates the document set with them.
Magister Operis suggests an arrangement once it has seen the transaction. One document set may use more than one.
Paymaster and attorney trust accounts
Magister Operis has restructured the paymaster agreements of three attorney paymasters, one of whom also serves as a municipal judge in the State of New York, improving their professionalism and flexibility so that every party, and the attorney holding the funds, can sign them as written. Each attorney remained responsible for the agreement and its use within their own practice. Paymaster documentation is organized so that:
- every payee is a named party whose KYC is complete;
- each disbursement is tied to an evidenced trigger, normally cleared funds in the trust account;
- the payment schedule reconciles to the total and to the fee and sub-fee agreements it implements;
- no instruction asks the attorney to act outside trust-account rules (IOLTA; in New York, IOLA) or professional obligations.
Background on attorney trust-account programs: the National Association of IOLTA Programs (United States and Canada) and, for New York, the IOLA Fund of the State of New York.
Order of work
| Stage | Contents |
|---|---|
| 1 · Compliance file | KYC/AML, documented UBO, lawful provenance. |
| 2 · Transaction terms | Product, price, procedures and parties, complete. |
| 3 · Transaction documents | SPA and the general transaction agreements. |
| 4 · Fee, sub-fee and paymaster documents | Structured against the transaction they are paid from. |
A fee agreement is worth what the transaction it attaches to is worth, and a transaction closes on its compliance file and its terms. Magister Operis puts its effort there. Its own compensation is agreed in advance, stated once, and is not the subject of the work.
Engagement
Documentation work begins once the parties are identified and the transaction's compliance file can be reviewed.
| Need | Where |
|---|---|
| One document read for structure and consistency before signature | Consultation Time |
| A document set for a transaction | Quoted per transaction on request, under the Engagement Structure |
| Modelling a fee structure yourself first | MERCATUS Worksheets (Excel) |
| A principal with an asset or a funding application | Qualification, no charge |
scope
Magister Operis is not a law firm and does not provide legal services or legal research. Its work is architectural: the structure, production, coding and coordination of transaction documents. It does not replace the work of licensed counsel. Legal terms, governing law, jurisdiction, compliance and enforceability are matters for the parties and their counsel; Magister Operis assumes no legal liability for them.
Every engagement is governed by the firm's Method and Disclaimer; intermediaries should also review the firm's Due Diligence standards.