A Manual of Style For the Drafting of Contracts

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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.

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 the fight for elegant drafting to his countrymen and women. As he goes, he is by necessity surrounded by attorneys whose favourite language game is complicating simple ideas. 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 full-bloodedly 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 — 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.

Mr. Adams has able, if tedious, views on the appropriateness of the word “shall” in contractual drafting, and can refute all seven possible justifications for a successors and assigns clause. In a scrape, here is a man you would be glad to have in your corner. Whether he wants to be there or not, we claim him for ours.

See also

• Shall
• Efficient language hypothesis
• Representations and warranties
• Semantic code project
• That dreadful FT book about derivatives (not written by Mr. Adams, but somehow comparable in tone, price, heft and utility.)