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).

Sushant Contract Series Part 5th:Abstraction and Summarisation

Abstraction and Summarisation is one of the most important processes involved in Contract Management. It involves a high level of legal skill and acumen, attention to detail and Command over language. It requires a higher perception as to what the client wants and how best it can be delivered without losing the essence of Contract.And as with everything else it only becomes better with practice.

Here are few tips which I can recollect as of now especially for people working in Contract Abstraction and Summarisation under Contract Management.

1. Ask for template or Create one: Ask and it will be given to you, you need to ask the Client what he really wants and more often than not he will have a specific list of clauses he wants you to abstract and if you are lucky he may even provide a template for it , if he doesn't , create one. The benefit of asking is your work becomes lighter, you deliver what is required and believe it or not client would like if you get him involved but you wont get unless you ask for it.

2. Hire Well: Abstraction and Summarisation is not about shortening of clauses in contract it requires a great deal of understanding and I would rate it as skilled a task as drafting, therefore a person with good legal knowledge and exposure to contracts will go a long way in delivering the best product.

3. Avoid Legalese and Legal Jargon:Remember your aim is to save the time of the clients and make their work easier so write short and crisp and in a simple language which a layman will understand.

4. Uniformity: Uniformity in clause language, font, spacing etc..needless to say is very important.Use F7(Spell Check), Also remember to use U.K. English and U.S. English where appropriate. You can easily set up the settings in your word to U.S. or U.K. English as preferred choice when working for U.S. or U.K. contracts respectively.

5. Cross Linkages: Even though you are abstracting and Summarizing only few of the clauses don't forget to go thought the entire contract ( including annexures and exhibits) because you might to cross link a clause with your template clause to make its meaning clearer.

6. Capture the Essence: Last but not the least capture the essence of Contract and it requires practice and clear understanding of client requirements.

Well there are much more tips coming forth so keep watching this space....