A Manual of Style For the Drafting of Contracts

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Towards more picturesque speech


A “stylish” person, yesterday.


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A Manual of Style for Contract Drafting is such a beautifully ironic title — rather like writing How to be Cool in Comic Sans — that we can’t resist wondering how much more clumsy its title might have been had its author the chutzpah — or the basic sense of irony that he seems to lack — to really push out the boat. I mean, why stop at redundant prepositions and unnecessary gerunds?

A Manual of Style, Concision and/or Brevity in the Drafting of Contract(s) and Non-Contractual Obligations Arising out of or in Connection Therewith might have been fun, for example. There’s always the next edition.

We can tease, but Mr. Adams ploughs a lonely furrow, single-handedly taking his Quixotic quest for elegant drafting to the verbose legal windmills of North America. As he goes, he is surrounded by attorneys whose favourite language game is complicating simple ideas. In their hands, the efficient language hypothesis is a cruel joke. You get the sense Mr. Adams feels it might have been played on him personally.

So, we are grateful to Mr. Adams, and raise our glass in salute to him — it is no small matter to dedicate 27 pages to why one should write “states” rather than “represents and warrants” in a contract and, even then, not entirely make out your case[1] — but it’s a sound ice-breaker should you be stuck next to someone dull at the ABA’s annual contract draftsperson’s gala dinner, as has happened to the JC before.[2]

Mr. Adams has subtle, if tedious, views on the appropriateness of the word “shall” in contractual drafting — he sees a need for it; most prose stylists don’t — and can refute all seven possible justifications for a successors and assigns clause.

In a scrape — at any rate, one whose outcome depended on who had the better command of pedantry — here is a fellow you would be not be entirely disappointed to have, or be deemed to have, in, for or on behalf of your corner. Whether he wants to be there or not, we claim him for ours.

Well, we did, until this unseemly outburst on the OneNDA. Onto the naughty step you go, Mr. Adams!

See also

References

  1. Interested readers can enjoy Mr. Adams’ disquisition 27-page here
  2. Of course, I am kidding. You don’t honestly think the JC would be seen dead at an ABA gala dinner, do you?