Contract Drafting-Basic Rules

Why only few of us are better?

You must have wondered why some lawyers can draft beautiful contracts, while others cannot. When you look at some of the poorly drafted contracts, you will come across many issues, which clearly identify why they are poor. But, when you look at some well drafted contracts, your attempts at drafting a similar contract gets limited to doing copy-paste exercise resulting in a very different document from the one you had intended. Fret not, you are no different than me or any other lawyer who had started with same dilemma and challenges.

One of my early mentors once told me that a contract with less words is in the best interest of  client. But, my experience tells me that it is also imperative that a contract captures the true essence of the contracting parties’ mutual promises to each other. So, if need be do not hesitate to make a lengthy contract.

There are some basic rules one should follow to create a robust contract. One that will withstand the test of time and scrutiny of legal lens of lawyers and judges, who can tear apart your well drafted contract. Your contracts must always give practical solutions for your clients. 

What are these Rules?

  • Know your Client
  • Gauge the expectations of the counter-part
  • Know the law of Contract
  • Know the subject matter of contract
  • Know the laws affecting subject matter of contract
  • Anticipate the points of friction during drafting stage
  • Anticipate the grounds of dispute post execution
  • Always consider protecting your Client’s interests
  • Use clear and simple language
  • Create concise and effective clauses
  • Use affirmative and positive sentences for obligations
  • Know how to use grammar to your advantage
  • Know the difference in rights and obligations
  • Include only those contract clauses which are relevant in the context
  • Be creative in your thinking process
  • Think out of box solutions
  • Be ready and willing to accommodate some expectations of other side, while protecting your client’s interests
  • Know your future audience
    

Some of these rules are defined by well-known experts on contract drafting, and some have been derived from my own learnings of over a decade.

I will now help you understand these rules in simple words.