Contract

Drafting
Guide
Prepared by
Abdulmajeed AlGhamdi
Introduction.....
Drafting a contract is explicitly
writing down the terms and
conditions of an agreement.
The goal of contract drafting is
to create a legally binding
document in writing that is
clear, concise, and as close to
the parties' intentions as
possible.

You will be taken through the

main vocabulary and grammar
structures in commercial
contracts and allowed to
practice them through highly
targeted vocabulary and
grammar activities, which aim
to develop, not only your lexical
and grammatical skills but also
your confidence and overall
competence within
international legal settings

Finally, It will be an invaluable

resource for your studies and
career in the legal arena.
01
Basic
Language
Guide to
Drafting Legal
Documents in
English
Archaic terms:
Archaic language not only includes old hereinafter
words but old grammatical forms and hereby
definitions, as well. Here are some examples aforesaid
of archaic words and archaic language: deem

Legal pairs and phrases:

Avoid these where possible!
AKA legal doublet is a standardized phrase used frequently in
legal language consisting of two or more words that are
synonyms, such as:
at or about initial preparation(s)
any and all future plans
basic and fundamental period of time
full and complete accurate mannerat
true and accurate an early time
each and every educational process
true facts good and sufficient
important essentials alter or change

Either replace with a single word, or choose one of the

words.
Latin or foreign expressions :
A number of Latin terms are used in legal terminology and legal
maxims. This is a partial list of these terms, which are wholly or
substantially drawn from Latin. For example:
https://en.wiki
bona fide pedia.org/wiki
ipso facto
/List_of_Latin
pacta sunt servanda
in rem
_legal_terms

Use Plain English, not legalese:

For example:
Do not use Use

perform do

render make/give/give back

commence begin/start
https://nationalmagazine.ca/fr-
terminate end/stop ca/articles/the-practice/young-
lawyers/plain-language-legal-writing-
ascertain learn/find out
part-i-%E2%80%93-writing-as-a
deem think/consider

on the grounds that because despite the fact that although

for the reason that because about approximately

due to the fact that because now at the present time

based on the fact that because begin commence

in view of the fact that because dispatch send

owing to the fact that because forward send

during the course of during mutually agree agree

in the event that if per annum a year

for the purpose of to portion part

the question as to whether whether pursuant to by, under

take into consideration consider remainder rest

a number of some/many retain keep

annex attach subsequent to after

 02
Sentences
Keep it Active, not Pasive
Examples:

When the employees returned to duty, leave balances are

reconstructed and any leave forfeited restored.

becomes:
When the company returns the employee to duty ,it
reconstructs leave balances and restores any forfeited leave.

and…
Written comments should be sent to Mindaugas Ensefalaitis.
They must be received on or before May 1.

becomes:
Please send written comments to Mindaugas Ensefalaitis, to
reach him on orbefore May 1.

and finally…
In response to comments that were received, it has been
determined by the department that proposal § 151.12 will be
deleted anda new part will be added.

becomes:
In response to comments, the department will delete
proposed § 151.12 and add a new part.
keep them short
One 50-word sentence…

It has been determined that this is not a significant

amendment under EU Directive 12291 because this
amendment will not result in an annual effect on the
economy of 100 millionor more or a significant increase in
costs for consumers; industry; or Community, Member State,
or local governmentagencies.

… could read as three short sentences:

This is not a major amendment under EU Directive 12291. It

will not result in an annualeffect on the economy of 100
millionor more. Nor will it significantly

keep subjects and verbs together

The following:

The courts generally, when a taxpayerhands over all books

and records and otherwise makes a full and complete
disclosure of all of the facts to a third party to whom the task
has been given of preparing the taxpayer’s annual tax return,
will not find fraudulent intent.

looks better as…

The courts generally will not find fraudulent intent when a

taxpayer hands over all books and records and otherwise
makes a full and complete disclosure of all of the facts to a
third party to whom the task has been given of preparing the
taxpayer’s annualtax return.
keep compoundverbs together
One 50-word sentence…

The Director may, in accordance with the procedures set forth

in part 104 of this chapter, take action against counsel for
improper conduct in the course of an investigation.

This might read:

The Director may take action against counsel for improper

conduct in the course of an investigation. Procedures are in
part 104 of this chapter.

put verbs early

Verb late:

Photographs and other kinds of job and professional

information such as current duties, prior employment, types
of degrees, and schools are optional kinds of information for
the intranet.

Verb early:

Optional kinds of information for the intranet are

photographs and other kinds of job and professional
information such as current duties, prior employment,
types of degrees, and schools.
put main clauses early
Main clause late:

If it is found that any Member State adjustment to the

Commission rule is in any way ambiguous with respect to the
stringency of applicability, the stringency of the level of
control,the stringency of the compliance and enforcement
measures, or the stringency of the compliance dates, for any
affected source oremission point, we will disapprove the
Member State rule.

Main clause early:

We will disapprove the Member State rule if it is found that

any Member State adjustment to the Commission rule is in
any way ambiguous with respect to the stringency of
applicability, the stringency of the level of control, the
stringency of the compliance and enforcement
measures,or the stringency of the compliance dates, for
any affected sourceor emission point.
rearrange long ones
Long and lifeless…

No person may directly or indirectly offer for three years after

the conversion to acquire or acquire the beneficial ownership
of more than 10% of any stock in the converted savings
association without the prior written approval of the
Financialand Investment Controls Agency (FICA).

Surgically punctuated:

For three years after the conversion, a person must have the
prior written approval of the Financial and Investment
Controls Agency (FICA) for the following:

a director indirect offer to acquire (or acquire the beneficial

ownershipof) more than 10% of any stock in the converted
savingsassociation.

Note: the change to positive language helps.

Note also: the possibility to use a list.

 04
Parallelism
In grammar, parallelism, also
known as parallel structure or
parallel construction, is a
balance within one or more
sentences of similar phrases
or clauses that have the same
grammatical structure. The
application of parallelism
affects readability and may
make texts easier to process
grammatical
All parts of a list should use the same grammatical form.
Below are four possibilities:

All actions

In phase 1, do three tasks:

Conduct paint tests.
Analyze test equipment.
Write software documentation.

All things

Phase 1 has three tasks:

Paint tests.
Test-equipment analysis.
Software documentation.

All gerunds

Phase 1 has three tasks:

Conducting paint tests.
Analyzing test equipment.
Writing software documentation.

All infinitives

Phase 1 has three tasks:

To conductpaint tests.
To analyzetest equipment.
To write software documentation
to clarifycomparisons
Comparison difficult

The total value of the cash is called “cash in” when deposited
into the system. The term “cash out” refers to the total value
of the cash removed from the system.

Comparison easy

“Cash in” means the total value of the cash deposited into
the system. “Cash out” means the total value of the
cashremoved from the system.

Single if obscures differences

If the volume of traffic is heavy, vehicles may have to wait at

the border for three days or more. Expect a wait of up to two
days if the volume of cross- border traffic is light.

Two ifs clarify differences.

If the volume of traffic is heavy, vehiclesmay have to wait at

the border for three days or more.
If the volume is slow, the wait is likely to be less than two days.

Note: Special rule in special case: e.g., if..., then…

save words
Wordy
The use of seniority for furlough and rehiring of employees helps
employees, and advantages are also gained by employers and
communities.
Economical
he use of seniority to furlough and rehire employees helps employees,
employers, and communities.
Economy
Shorter is usually (but not always) better.
Ten pages may be too much; 100 pages may be not enough.
Length depends on content and audience.
Plain language saves words (but adds headings).
Plain language improves organization, wording and content.

05
 make verbs do more work
use more Verbs
Nouns are static

At the start of the program… Due to changes in formats…The

test must include two things:
A demonstration of…
An analysis of…

Verbs add life

When the program starts… Because formats changed…

The test must include two things:
Demonstrate…
Analyze…

avoid the …ion of & the …ment of

You are responsible for the development and implementation
of theprogram.

Trading must stop during the preparation by the Exchange for

the replacement of the electronic price indicators.

Verbs add life

You are responsible for developingand implementing the
program.Or,
Develop and implementthe program.

Trading must stop while the Exchange prepares toreplace the

electronic price indicators.
 make verbs strong
Examples:

Weak Weak Strong

verb sentence sentence

These regulations are These regulations apply to all

be
applicable to all employees. employees

The regulation will have a The regulation will significantly

have
significant effect on deposits. affect deposits.

make Make use of the procedure. Use the procedure.

Provide motivation for industry

provide Motivate industry to comply.
to comply.

prefer the presenttense

Write as if the text (e.g., contract, statute, rule) is already in
effect. That way, you avoid the extrawords that go
withcomplex tenses.

Complex verb tenses

§ 1.4 If Employee shall repeat conduct in respect of which
Employer has already issued a warning,then the next phase
of the disciplinary procedure will come into effect.

Simple present tense

§ 1.4 If Employee repeats conduct covered by Employer’s
previous warning, then the next phase of the disciplinary
procedure comes into effect.
reduce length of clauses and
phrases
Clause
The domestic legal systems that are subordinate to EU
lawretain a degree ofindependence.

Phrase
The domesticlegal systems subordinate to EU lawretain a
degree of independence.

Word
The EU’s domestic legal systemsretain a degreeof
independence

avoid “Officialegish” use plain

English
Officialegish Plain English Officialegish Plain English

accorded given provided but, if, unless

approximately about regarding about

attempt try retain keep

consequence result said the, that, those

deem consider such the, that, those

expend spend utilize use

expiration end for a period of for

inform tell in accordance with under

notify tell in the amount of for

obtain get is authorized to may

comply with meet, obey provided that if

remove it is and there is
Why? Because they make sentences start slowly.

Slow start

It is the legal obligation of the agency to assess late fees.

There are several proposals that would improvecurrent

procedures.

Quick start

The agency is legally obligated to assess a late fee. Several

proposalswould improve currentprocedures.
use neithertoo many nor too
fewprepositions
Too many prepositions

One of the requirements is…

The last paragraph in the first section of the order permits

quarterly payment of royalties.

About right

One requirement is…

The last paragraph in the order’s first section allows

quarterlyroyalty paymentss.

Too few prepositions

oil transportation rate variances

first year additional error correctioncosts neww interest

calculation methods

About right

variances in rates for transporting oil

costs of correcting additional errors in the first-year methods

to calculate new interest?

new methods to calculate interest?
In my
experience,
these are small areas that are essential for the formation of
a good contract. The inclusion of the aforestated terms
and conditions will give the reader a detailed idea of what
is sought to be achieved by the contract and what is the
relationship between the parties.

Further, any dispute between the parties to the contract

can be efficiently dealt with if the clauses given herein
above are included in the contract. All such efforts will
result in a contract which will save a lot of time, effort and
costs which could have occurred otherwise.

Further, the review of the drafted contracts is equally as

important as the drafting itself. If a contract is not reviewed,
then the signing party or parties may be at risk of affirming
terms and clauses which may not be favorable to them
and which may cause them financial or mental injury in the
future.

Abdulmajeed AlGhamdi
Contract & Procurement Consultant