A Manual of Style for Contract Drafting

Kenneth A. Adams, A Manual of Style for Contract Drafting, has been published by the American Bar Association Press. At the book’s site, you can see the table of contents, and there are also articles by the author. The site also tells you how to get hold of the book – it was only published in July 2004, so it’s rather scarce as yet.

From the back-cover blurb:

bq. The focus of this manual is not what provisions to include in a given contract, but instead how to express those provisions in prose that is free of the problems that often afflict contracts. This manual highlights common sources of inefficiency, dispute, and misunderstanding and recommends how to avoid them. It offers a level of practical detail not found elsewhere in the literature on drafting.

I see the author originally studied medieval archaeology at York University.

(via Mark Adler of Clarity)

3 thoughts on “A Manual of Style for Contract Drafting

  1. I’d be wary of the claim that a guide to (US)contract drafting can be grafted, without further ado, onto England & Wales or Brit. Commonwealth contracts or EU ETC: statutes.

    The author’s article in the latest ITI Bulletin, Sept-Oct 2004, suggests there are ‘recitals of consideration’, when recitals in an Eng. purchase deed (unregd. conveyance) serve a different purpose i.e. that of telling a story of past title dealings. Also EU etc. statutes have whereas-recitals and considering-recitals.

    He also says in one para. at p. 18 ‘that a recital cannot turn into valid consideration something that cannot be consideration and a false recital of consideration cannot create consideration where there was none’.

    He then, surprisingly, goes on to say that ‘in consideration of the premises(meaning therefore’)’is entirely obscure – when in fact this a try-on to turn the contract itself spuriously into the price of the bargain, as in confidentiality agreements that agencies and clients like to foist upon translators and interpreters for nowt in return, except perhaps a vague promise of future work. GB jduges have already picked up on this scam.

    Of the premises = of this contract. In the premises = in this case ltigated.

  2. Does he claim that (a guide to US contract drafting can be grafted … onto England & Wales)? I present stuff here for translating for Britain or the US. I think if a translator into English can’t see any differences, it’s their problem!It was a coincidence, I suppose, that that article appeared. I found it a bit odd. He writes for people translating out of English, but I think he fails to see the main problems. Translating “witnesseth” and “whereas” is not the main problem.
    Maybe I will do an entry on this Bulletin article.
    On “premises”, I tend to agree with him. I don’t know that usage “of the premises = of this contract”. Are you not thinking of “these presents”? To me, “the premises” here means “what is set out above”.
    I think the biggest problem translating out of English is the use of doublets and triplets, some of which do cover a variety of meanings but it’s not easy to establish which.

  3. If the contract drafting manual can be used around the ‘Brit. Commonwealth’, then the Brit. Isles cannot logically be excluded from the equation.

    Well, at least you’ve made another decent sense out of ‘in consideration of the premises’ instead of discarding it out-of-hand as obscure bunkum.

    Here’s a weblink in favo(u)r of my interpretation – or should I say of my construction for a non-statutory text:-

    ‘WHEREFORE, in consideration of *these* premises, and for *other* good and valuable
    consideration the sufficiency of which is hereby acknowledged, the parties agree …

    I agree that the main trans. problems were missed, so look forward to your contribution.

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