Have your ever wondered who will read and rely on a contract you will be drafting? Carefully think and consider about all audiences of your contract. After all they are the people who will rely upon, argue in support or against, and take important commercial and legal decisions based on the contract clauses that you will 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 entire transaction without any ambiguity. You have to be confident that the contract will stand test of time and legally sound. Therefore, it is absolutely essential that you do not rush to finalise the contract. You must read the draft a number of times, challenge your own choice of words and make appropriate revisions (if needed). Remember first impression is the last impression. And, I am sure you will agree with that.
The second person is your own client, who is relying on you to protect their commercial and legal interests. For more details read the Lesson 1.3.
The third person who may rely on your contract is the counter party to the contract or the lawyer representing the counter party. They may negotiate to include their preferred provisions in the contract. Here, what you have drafted becomes irrelevant, as you may have to negotiate hard to get the counter party agree on your choice of words and clauses. Your knowledge of law, the commercial transaction and your negotiation skills will be your strength. You will also have to think from the counter-party’s perspective as well. Always remember you will easily close a deal if it’s a win-win for both parties. So, be sensible while you negotiate about your choice of words and what you can and cannot get from the other party.
Last but not least are Hon’ble 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, concise and unambiguous language after considering the principles of interpretation and the applicable laws.
Some contracts 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 suggestions while drafting a contract.
So, if you are ready, let’s move to next lesson.
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