A Manual of Style for Contract Drafting, Third Edition

A Manual of Style for Contract Drafting, Third Edition is a uniquely in-depth survey of the building blocks of contract language. First published in 2004, it offers those who draft, review, negotiate, or interpret contracts an alternative to the dysfunction of traditional contract language and the flawed conventional wisdom that perpetuates it. This manual has become a vital resource throughout the legal profession, in the U.S. and internationally. This manual's focus remains how to express contract terms in prose that is free of the archaisms, redundancies, ambiguities, and other problems that afflict traditional contract language. With exceptional analysis and an unmatched level of practical detail, Adams highlights common sources of confusion and recommends clearer and more concise alternatives. This manual is organized to facilitate easy reference, and it illustrates its analysis with numerous examples. Consult it to save time in drafting and negotiation and to reduce the risk of dispute. With A Manual of Style for Contract Drafting, Kenneth A. Adams has created a uniquely in-depth survey of the building blocks of contract language. First published in 2004, it offers those who draft, review, negotiate, or interpret contracts an alternative to the dysfunction of traditional contract language and the flawed conventional wisdom that perpetuates it. This manual has become a vital resource throughout the legal profession, in the U.S. and internationally.This is the third edition of A Manual of Style for Contract Drafting. One-third longer than the second edition (published in 2008) and in a larger format, it contains much new material and has otherwise been revised and supplemented, making it even more essential.This manual's focus remains how to express contract terms in prose that is free of the archaisms, redundancies, ambiguities, and other problems that afflict traditional contract language. With exceptional analysis and an unmatched level of practical detail, Adams highlights common sources of confusion and recommends clearer and more concise alternatives. This manual is organized to facilitate easy reference, and it illustrates its analysis with numerous examples. Consult it to save time in drafting and negotiation and to reduce the risk of dispute.This manual should be of use to readers in every contract ecosystem:a solo or small-firm general practitioner handling a broad range of contracts, from leases to separation agreements;a contract-management professional responsible for negotiating contracts with customers;a big-law associate drafting mergers-and acquisitions contracts;an in-house lawyer overhauling the company's template sales contracts;a paralegal reviewing confidentiality agreements a company is asked to sign;a judge trying to make sense of a confusing contract provision. Cover 1 Title page 2 Copyright 3 Dedications 5 Contents 6 List of Tables 35 List of Sample 37 List of Figures 39 Preface 40 Introduction 46 Chapter 1 60 Chapter 2 79 Chapter 3 132 Chapter 4 269 Chapter 5 307 Chapter 6 340 Chapter 7 368 Chapter 8 381 Chapter 9 408 Chapter 10 459 Chapter 11 484 Chapter 12 542 Chapter 13 569 Chapter 14 804 Chapter 15 827 Chapter 16 835 Chapter 17 859 Chapter 18 879 Chapter 19 888 Chapter 20 893 Appendix 1 915 Appendix 1-A: Before 917 Appendix 1-B: Before, Annotated 934 Appendix 1-C: After 972 Appendix 2 987 Certain Works Cited 997 Cases Cited 999 Index 1013 About the Author 1078 EBC,Converted The characteristics of optimal contract language The front of the contract Categories of contract language Layout The back of the contract Defined terms Sources of uncertainty in contract language "Reasonable efforts" and its variants "Material" and "material adverse change" References to time Ambiguity of the part versus the whole Syntactic ambiguity Selected usages Numbers and formulas Provisions specifying drafting conventions Typography Drafting as writing Amendments Letter agreements Drafting corporate resolutions. "A uniquely in-depth survey of the building blocks of contract language. First published in 2004, it offers those who draft, review, negotiate, or interpret contracts an alternative to the dysfunction of traditional contract language and the flawed conventional wisdom that perpetuates it ... This manual's focus remains how to express contract terms in prose that is free of the archaisms, redundancies, ambiguities, and other problems that afflict traditional contract language"--Back cover Offers a survey of the building blocks of contract language. This title provides those who draft, review, negotiate, or interpret contracts an alternative to the dysfunction of traditional contract language and the flawed conventional wisdom that perpetuates it.