A Manual of Style for Contract Drafting (4th edition)
Kenneth A Adams
$120, American Bar Association
This is an extraordinary book by a determined and analytical thinker. It offers an alternative to traditional contract drafting, which the author describes as ‘a slurry of archaisms, redundancy, chaotic verb structures, overlong sentences, and confusing terminology’. His solution? Adopt a style guide, give lawyers templates that follow it, and train them to draft and revise in the same style.
Sadly, that guide is not yet written. As the author says, this manual is too long and detailed for a style guide. It has 500 dense but well-written, indexed and signposted pages, 136 of them organised (but not formatted) as a dictionary of words and phrases.
He plans to publish a shorter version.
Meanwhile, this manual gives us Kenneth Adams’ statement of the best way to express everything a business-to-business contract might need to say. Rather than state principles for readers to apply, he has applied them himself to every detail. Where judgement is needed, for example between avoiding repetition and avoiding cross-references, he gives an answer. It makes the book prescriptive, practical, detailed and long.
The introduction and first chapter suggest the qualities of good contract drafting and a practical approach for lawyers and firms wanting to improve their contracts. Throughout the book, there are thought-provoking insights into key drafting points, such as sources of ambiguity, references to time, and how to express obligations. There are clear recommendations on these and on thousands of other practical points, including the format for dates, whether to say a contract is made ‘between’ or ‘among’ its parties, and whether to mention the postal code in an address.
The author promises: ‘If you draft contracts and follow the recommendations in this manual, your contracts will be clearer and shorter and will express the transaction more accurately.’ That is surely true, as appears from the rewritten contract in the book. The ‘After’ version has lost a quarter of the words, is clearer and expresses the transaction better. Having said that, I still find it heavy going, though I’ve been a commercial lawyer for over 30 years, unlike the senior employee who is to be a party. I suspect that’s because the author accepts that ‘contract sentences will usually be longer – often much longer – than the 20 to 25 words recommended for general legal writing’. It is good to cut 100-word sentences, as the book advises. But a contract is easier to review and amend if the sentences do not exceed two lines.
Daphne Perry specialises in plain English for law and business. She practised for 12 years at the commercial bar and worked for 12 years at a City law firm