Drafting of Contract: Effective Techniques

Drafting of Contract: Effective Techniques

1. Give words their plain and ordinary meaning
2. Interpret each part of the contract to carry out the purpose of the agreement
3. Avoid obvious mistakes in grammar and punctuation
4. Express terms should control over trade use and course of dealing
5. General terms are restricted by more specific terms
6. Construing ambiguities against the drafter
7. Construe contract as whole giving effect to each part if reasonably possible Construe contract in a manner that makes them valid rather than void
8. No presumption that parties agreed to perform impossible acts
9. Use of in-house forms for specific agreements

USE

• Short sentences;
• Bullet lists
• Clear, concise sections and paragraphs
• Descriptive headings and subheadings
• Definite, concrete ,everyday language
• Active voice;
• Present complex information in tables whenever possible.
• DON’T
• Use legal jargon;
• Avoid complex information taken directly from legal documents;
• 
  
• Use highly technical business terms;
• Use multiple negatives;
• Capitalize common terms;
• Use boilerplate explanations;
• Print sentences or words in all capitals (makes text difficult to read).