- The online book: Drafting Contracts
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- Published: Drafting contracts
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- Part I - Contract drafting: matters of style
- 1 - General drafting principles
- 2 - Matters of style and legal culture
- Part II - Structure and presentation of contracts
- 3 - Main contract outline
- 3.1 - Setting up an agreement
- 3.2 - Presentation styles: European vs. US style
- 3.3 - A cover page and table of contents
- 3.4 - First part of an agreement
- 3.5 - The body of the agreement
- 3.6 - Blank space after the body of the contract
- 3.7 - Signature blocks, seals and witnesses
- 3.8 - Aspects of signing, and initialling
- 3.9 - Notarisation, legalisation and apostilles
- 4 - Structuring the transaction documents
- 5 - Presentation: the look and feel
- Part III - Drafting contracts and contract clauses
- 6 - Typical drafting habits and 'legalese'
- 6.1 - Certain funny phrases
- (a) - For the avoidance of doubt, ...
- (b) - ‘…, as the case may be’
- (c) - The issue of ‘include’ and ‘without limitation’
- (d) - ‘Subject to…’
- (e) - ‘Notwithstanding…’
- (f) - ‘Except as otherwise agreed…’
- (g) - ...provided, however, that...
- (h) - ‘…from time to time’
- (i) - ‘…not to be unreasonably withheld or delayed’
- (j) - Shall be 'deemed'
- (k) - ‘Third parties’
- (l) - 'Hereby'
- (m) - ‘To the maximum extent permitted by law’
- (n) - Intentionally left blank...
- 6.2 - Do's and don'ts
- (a) - Think first: and/or
- (b) - 'In order to' (avoid explanations)
- (c) - Not shall and will (but only one of them)
- (d) - 'Said', 'such' and links
- (e) - Do not write (s) and do not use /
- (f) - ‘The same’ and ‘that certain’
- (g) - Herein, thereof, everywhereof
- (h) - 'Mutual' is a pleonasm
- (i) - Do not emphasise the unnecessary
- (j) - Use of ‘when’, ‘if’ and ‘to the extent that’
- (k) - Use of synonyms and hendiadyses
- (d) - Certain vague terms: without undue delay
- 6.3 - Numbers and formulae
- 6.1 - Certain funny phrases
- 7 - Definitions and contract interpretation clauses
- 8 - Particular types of clauses
- 8.1 - Conditions, conditional clauses and triggering events
- 8.2 - Covenants
- 8.3 - Reps and warranties
- (a) - Warranties - a quick introduction
- (b) - Statements of fact, not obligations
- (c) - Warranties, not representations and warranties
- (d) - A warranty is incorrect (or untrue), but not breached
- (e) - Smoking out the facts
- (f) - Allocation of risk
- (g) - Fitness for purpose and merchantability
- (h) - Bringing down warranties
- (i) - Survival of warranties
- (j) - Disclosures in M&A agreements
- (k) - Warranties in ordinary course business contracts
- (l) - Warranty aspects in major transactions (M&A)
- 8.4 - Limitations of liability and indemnities
- 8.5 - Confidentiality clauses
- 8.6 - Miscellaneous ('boilerplate') clauses
- (a) - Notices clause
- (b) - Amendments
- (c) - No subcontracting
- (e) - Severability
- (f) - Waivers
- (g) - Entire agreement and merger clauses
- (h) - Further assurance (duty to cooperate)
- (i) - Force majeure
- (j) - Announcements
- (k) - No termination or dissolution
- (l) - Independent contractors (‘no partnership established’)
- (m) - Time is of the essence
- (n) - No general conditions to apply
- (o) - Language (translations)
- (p) - Counterparts
- (q) - Independence of the notary
- (r) - Language
- 8.7 - Applicable law clauses
- 8.8 - Dispute resolution provisions
- Part IV - Miscellaneous
- 9 - Contract assembly software
- 10 - Drafting certain specific types of legal documents
- ANNEXES - -
- Annex1 - Ten steps to a succesful upgrade of your contracts
- (a) - Step 1: Selection of contracts and scope of contract automation
- (b) - Step 2: Establishing a best practice group
- (c) - Step 3: Collecting and stripping the model contracts and precedents
- (d) - Step 4: Prioritising the model contracts
- (e) - Step 5: Establishing the procedure and setting the agenda
- (f) - Step 6: Preparing handsome proposals for discussion
- (g) - Step 7: Discussing and establishing the model building blocks
- (h) - Step 8: Determining the company's contract house style
- (i) - Step 9: Identifying approval requirements and business access
- (j) - Step 10: Automating the documents and implementing the workflow
- Annex 2 - Document marking conventions
- Annex 3 - Contract drafting conventions (sample)
- Annex 4 - House style rules (sample)
(iii) Margins
Typography & margins. Rather than the line length, which is typographically a more appropriate reference point, use the margin settings of word processors. When establishing a house style, you should consider that readability decreases when lines are either too short or too long. Readability reduces if the reader must move from line to line too often and finding the beginning of a line is ‘laborious’ because, supposedly, the eye cannot hold the beginning in sight whilst reading on to the end.
Furthermore the readability would improve by using a broader bottom and right margin.
The line of a contract clause should contain on average 13 to 16 words, or 60 to 75 characters (but not more than 90). This can be achieved by margins of 2.5 or 3 cm on A4 paper size. Consider a broader left margin in view of the fact that letters and agreements are often kept in a binder (tying the left side closed, as they are often also single side printed).