Most of the hours on a legal due diligence bill go to reading. Attorneys review title commitments, parse survey exceptions, pull restrictive covenants and catalog easements, and much of that work follows patterns a first pass can handle. The judgment work (interpreting an ambiguous exception, advising on risk tolerance, negotiating curative actions) is a smaller share of the hours. The buyer pays for both on the same bill.
Moraine’s preliminary legal review drafts the reading. It turns the title, survey and recorded documents in the data room into structured findings with citations, so counsel starts from a draft and spends their time on the decisions that need a lawyer.
Request a Demo → A 30-minute walkthrough on your own documents.
What the review covers
The review covers seven areas. Each one produces findings with citations, a risk category and a next step.
1. Title review
Title review is the most document-heavy part of legal diligence. Moraine reads the title commitment in full, identifies every Schedule B exception, and sorts each by type: standard exceptions, survey-related exceptions, tax and assessment liens, CC&Rs, easements and other encumbrances.
For each exception it assesses the likely effect on the buyer’s intended use, flags anything that could restrict development rights or operations, and lists the curative actions needed before closing. The attorney gets an exception matrix to review instead of one to build.
2. Survey analysis
An ALTA/NSPS survey shows the physical facts of a site, but the useful findings come from checking it against title, the leases and zoning. Moraine drafts that cross-check for attorney review.
It identifies encroachments in both directions, boundary discrepancies, setback violations, flood zone designations and access constraints. It also compares survey items with title exceptions to catch mismatches, such as a title easement missing from the survey or a surveyed encroachment with no matching title exception.
3. Covenant extraction
Restrictive covenants can limit what a buyer is allowed to do with a property, and they often sit in recorded documents decades older than the current owner. Moraine extracts each restrictive covenant in the title document chain, including CC&Rs, deed restrictions and development agreements.
For each one it records the restriction, whether it runs with the land or was personal to a prior owner, any enforceability indicators, and whether it conflicts with the buyer’s intended use or development plans.
4. Easements and access rights
Moraine catalogs each easement in the title commitment and the survey: utility, access, drainage and conservation. The result is an easement register with grantor and grantee, purpose, location, duration and maintenance obligations. Easements that burden the buyer’s plans are flagged. So are easements that benefit the property and have to be preserved.
5. Required consents
Buyers often find third-party consent requirements late. Moraine scans the legal documents for consents triggered by a change of ownership: lender consents, ground lessor consents, estoppel-delivery requirements stated in the documents, government approvals, and HOA or association consents.
Each consent comes with its source document, the triggering condition, the party whose consent is needed, and any stated timeline or procedure. The acquisition team can send requests at the start of diligence.
6. Risk flags
Moraine also reviews each legal document in the data room for clauses that depart from market norms, possible compliance issues, and provisions that could create liability after closing. Typical flags include non-standard indemnification, environmental liability carve-outs, unusual insurance requirements, and regulatory conditions that need ongoing monitoring. Every flag has a severity rating and a plain-language explanation.
7. Outstanding requirements
The review ends with a list of what is still open: documents missing from the data room, curative actions due before closing, consents to obtain, and follow-up questions for counsel. The legal team works from that list.
Where the attorney hours change
| Phase | Traditional approach | With Moraine |
|---|---|---|
| Document review and categorization | Attorney hours | First-draft output from the documents |
| Exception and risk identification | Attorney hours | First-draft flags with citations |
| Summary and matrix preparation | Attorney hours | Generated summary for attorney review |
| Attorney judgment and strategy | Attorney hours | Unchanged |
Moraine does not touch the hours spent on judgment, negotiation and strategy. It drafts the reading, categorizing and summarizing for the attorney to check.
Request a Demo → See how Moraine drafts the document review phase of legal diligence.
What Moraine does not do
Moraine supports qualified real estate counsel and does not replace them. It makes no legal recommendations: it flags issues but does not advise whether to proceed, negotiate or walk away. When covenant language is genuinely ambiguous, an attorney has to judge enforceability and risk. Title clearing, covenant modifications and consent negotiations need an attorney. And Moraine gives no legal opinion; its output is analysis for counsel to use.
How legal findings connect to the rest of diligence
Each legal risk goes into Moraine’s findings and red flags system, next to lease risks, financial discrepancies and operational issues, so the investment committee sees one risk view per deal. A title exception found in legal review can be checked against the lease provisions from the lease abstraction module, which keeps connected risks from being read in isolation.
For comparisons, see due diligence software vs. consulting firms and Moraine vs. hiring analysts. Pricing is in the due diligence software pricing comparison.
Document security
Title commitments, covenants and surveys carry information that bears directly on deal value and legal exposure. These are the protections in place today:
- Encryption: data is encrypted at rest and in transit by our cloud infrastructure providers
- No model training: no uploaded document is used to train Moraine’s AI
- Firm-level isolation: each firm’s data is isolated from other customers at the database level
- Access and edit history: SSO/SAML is available on Enterprise deployments; team members and roles are managed by your Moraine contact; model edits are captured in the model’s undo and audit history
- SOC 2 Type II: management assertion letter completed; the audit report has not yet been issued
Citations and price
Every finding carries a page-level citation, so counsel can check each flag against the source document. Moraine’s due diligence suite is $3,000 one-time per deal. Moraine supports office, retail and industrial deals, and a qualified underwriter or attorney should still review open items before IC.
Request a Demo → A 30-minute walkthrough on your own documents.