Contract Drafting

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Purpose of a Contract

I've heard that a contract's language is meaningless outside of court, and something as simple as "I'll do X and you'll do Y" is sufficient if there are no disputes. I firmly disagree with this sentiment. A well-drafted contract can eliminate disputes, and save all parties to the contract both time and money. While it's true that a contract should be written to enforce the agreement of the parties, it should also be clearly drafted so the parties understand their obligations under the contract, thereby eliminating disputes. A good contract keeps the parties from ending up in court to begin with.

Battle-Tested Language

Some attorneys rely on language that has been "tested" by courts and resulted in successful outcomes. I do not. If the language was ambiguous enough to be litigated, it wasn't drafted correctly to begin with, no matter what the outcome. To me, "battle-tested" is equivalent to "poorly-drafted."

Plain English

A contract is a written expression of a business relationship, not a document in need of being filled with legalese. The jargon that appears in contracts should be the jargon of the parties, not the jargon of the lawyers. As a longtime fan of Ken Adams, I draft contracts in plain english as much as possible. Although some legal words may be necessary (e.g., arbitration), they are used sparingly and usually have plain english interpretations. This reduces ambiguity and creates a document that is understandable by everyone.

And/Or

The use of "and/or" in contracts is incredibly sloppy. It has no place in any contract. The reason is simple: "and/or" is not a word. Does it mean 'and' (conjunctive) or 'or' (disjunctive)? This almost always results in a "dealer's choice" situation--the clauses this abomination is sandwiched between can be read as either conjunctive or disjunctive. A contract should not be ambiguous. As a result, you will not find "and/or" in any contract I draft.

Assistance

Contact me today if you need assistance drafting a contract, or would like a contract reviewed. A little upfront work can sometimes save a lot of work down the road.