I once asked someone what she and her colleagues had taken away from an in-house seminar I had given at her company. Her answer? “A few techniques to bear in mind when drafting.”
I don’t think that approach offers the best path to clear, concise, and consistent contracts.
Traditional contract drafting involves some combination of improvising, relying on conventional wisdom, and copy-and-pasting. As a result, contracts are generally riddled with archaisms, redundancies, random verb structures, misconceptions, and other shortcomings. Dysfunctional usages make a contract harder to work with and risk causing confusion, just as defective bricks, steel, and lumber threaten the integrity of a building.
You now have an alternative—using A Manual of Style for Contract Drafting to help you say as clearly and concisely as possible whatever you want to say.
Over the past twenty years I’ve analyzed and reanalyzed countless usages, putting my findings to the test in the marketplace of ideas. When my ideas have been found wanting, I’ve adjusted. So each edition of MSCD is more comprehensive and more reliable than the previous edition. With the fourth edition, the bulk of that work is now done. And there’s nothing like MSCD.
It follows that it doesn’t make sense to dabble in MSCD, any more than it makes sense to follow only a few guidelines in A Chicago Manual of Style or use dictionary-approved spelling for only some words. Instead, comprehensive guidelines are essential for any kind of writing. And contract usages are ideally suited to comprehensive guidelines, given the limited and stylized nature of contract language and given what’s at stake.
It’s clear that building and maintaining a rigorous set of templates is challenging. Expediency is the order of the day: in a world of finite resources, often you have to make do. But to distinguish expediency from mediocrity, you need standards—you should always keep in mind the ideal, even if you find you’re unable to meet it.
So if for whatever reason you’re using MSCD less than systematically or not at all, then to a greater or lesser extent, your contracts will be poorer for it.