Mr Todd Mayover, an in-house legal advisor to a Florida medical devices company, has written some excellent posts on contract drafting in IP Counsel Blog. They deserve attention on this side of the Atlantic.
His first post, “Contract Drafting Techniques And Tips” commences:
“A burgeoning trend in the corporate legal community is to draft contracts that are clear and concise. When drafting clear and concise contracts, it is important to choose words carefully so that the written contract has the same meaning that the drafters believe is the intent of the parties. To achieve this goal, it is necessary to both clearly and unmistakably understand the terms of the agreement between the parties, and to
clearly and unambiguously state those terms in the written contract.”
While experience does not quite correspond with reality (at least in this country) so far as the first sentence is concerned, I heartily endorse everything else in that paragraph. The post continues with some very good advice about the use of imperative and permissive language, when it is appropriate to use one and when the other, tense and liguistic traps like “median” and “mean”.
Mr Mayover’s second post “More On Contract Drafting Techniques“ urges precision in place of the adjective “reasonable”. What is or is not “reasonable” has generated lots of case law whenever it has appeared in a statute.
He also has some useful advice on letters of intent and business plans which I shall certainly pass on to my clients.