Most important business negotiations result in a written contract, a binding legal document which sets out the terms on which the parties have agreed and serves as a guide to the parties in fulfilling their obligations to one another. In the best of situations, the contract may sit in a drawer for years and never see the light of day. However, there are situations in which your agreement should be reviewed. One of those circumstances is when a dispute has arisen. If the language in your contract is unambiguous and details the intentions of the parties as well as the terms agreed upon, a quick review of the document may put an end to any dispute, which is one of the goals your contract attorney has in mind when drafting your contracts.
Contract Drafting Tips
Use these tips to help you avoid unclear language when drafting your contracts.
Read standard forms carefully – If you use a standard format for all of your contracts, which we do not recommend for important agreements, make sure all of the language within it applies to your particular circumstances. Blanket, one-size-fits-all text can lead to trouble if unforeseen situations arise or if you do not understand the legal impact of the language.
Stay away from superfluous language –Too much verbiage is a common trait of form contracts. It seems to this writer that one of the goals of preparers of such form legal documents is to impress laypersons who do not have legal training by using a lot of words, even if they add no meaning to the contract. However, this can backfire, especially where the unneeded language contradicts or makes other meaningful language in the document ambiguous when the contract is read as a whole. Such unnecessary language provides more room for a misinterpretation of the terms agreed to by the parties which can give rise to disputes.
Avoid last minute inclusions – Adding something at the last minute can be a dangerous game. Try to avoid this if you can, especially if you’re working under a tight deadline, as mistakes are more likely to occur when people are under pressure. If you must make last minute modifications, take the time to carefully analyze exactly what you are including and try to imagine how someone else might interpret it differently. It can also be useful to write a note to the other parties to the contract, setting out in plain English what you intend for the provision to accomplish—and get their consent to your interpretation. Having such notes and discussions to refer to later on can be invaluable if a dispute arises.
Proofread it – This cannot be stressed enough. Once you have drafted your contract, read the whole thing over again for clarity and accuracy. Make sure your terms and conditions are clearly stated and there are no inconsistencies or grammatical errors. If you can, have it reviewed by an experienced contract attorney so they can make recommendations and alert you to any potential weakness in the contract, such as a clause which may be missing entirely.