Write for your audience

This is a blog post about audience for whom you are writing a contract.

Have your ever wondered who will read and rely on a contract you are drafting now? If you have not yet done so, carefully think and consider about them. After all they are the person who will either benefit from or lose because of the words you are about to include in your draft.

No one will ever tell you but you are first such person.

It should not be a surprise, since you are the one who should first get satisfied that the contract not only captures the transaction without any ambiguity, but also must stand the test of time and evolution of case law. Therefore, it is absolutely essential that you do not rush to submit the first draft to your client without first having read, challenged and after having made the revisions (if needed) to all the contract provisions. Remember first impression is the last impression. And, I am sure you will agree with that.

The second one is your own client, who is relying on you to protect their interests. If your client is an individual, careful consideration should be given about the expectation of your client’s needs relating to choice of words in the contract language. To know about your other clients read the Lesson 4.

The third person who may refer to your contract is the counter party to the contract. They may ask your client to include their own comments in the contract, or you may have to negotiate with their lawyers. Here, what you have drafted becomes less relevant, and what you can agree on becomes relevant. Your knowledge of law, details of the transaction and your negotiation skills will become handy. So, you will now have to think from their perspective as well. Always remember you will easily close a deal if it’s a win-win for both parties. So, be sensible with your choice of words and while you negotiate.

Last but not least are the judges who will read into your contract with hawk eyes, and the litigators who will tear apart your words in order to win the case. It helps if you have drafted the contract clauses in simple language after considering the principles of interpretation and the applicable laws. 

Some contract may also become subject of academic debate, so teachers, students and researchers of law may also read your contracts. Think about the very famous case of Carlil vs Carbolic Smoke Co.

If you draft your contract with a view to make it acceptable to all, it is less likely to get challenged. You should at least make an honest effort to consider above suggestion while drafting a contract.