“A Manual of Style for Contract Drafting”
Ken Adams is the author of A Manual of Style for Contract Drafting. The first edition was published by the American Bar Association in 2004; the second edition was published in August 2008. Here’s the back-cover text of the second edition:
Here is the eagerly anticipated second edition of A Manual of Style for Contract Drafting, which has established itself as a proven resource for lawyers, contract administrators, and others who are called on to draft, review, negotiate, or interpret contracts.
The second edition is much expanded it covers in greater depth many topics addressed in the first edition, and it discusses many additional topics for the first time.
This manual’s focus remains not what provisions to include in a given contract, but how to express those provisions in prose that is free of the problems that often afflict contract language. With exceptional rigor and an unmatched level of practical detail, Adams highlights common sources of inefficiency, confusion, and dispute and recommends clearer and more efficient alternatives. This manual is organized to facilitate easy reference, and it illustrates its analysis with copious examples.
Kenneth A. Adams is a consultant and speaker on contract drafting. He gives public and in-house seminars throughout the U.S. and internationally. He’s a lecturer at the University of Pennsylvania Law School, where he teaches the first-ever course in contract drafting offered by the law school. He practiced as a corporate lawyer with major U.S. law firms in New York and Geneva, Switzerland. His website and blog are at www.adamsdrafting.com.
WHAT PEOPLE HAVE SAID ABOUT THE SECOND EDITION OF “A MANUAL OF STYLE FOR CONTRACT DRAFTING
A Manual of Style for Contract Drafting is filled with practical advice. It certainly fills a need the vast majority of agreements out there violate the principles Ken Adams states so clearly. Every lawyer who drafts or interprets contracts should have a copy of this book within reach.
Michael A. Woronoff · Partner · Proskauer Rose LLP
Every transactional attorney should have Ken Adams’s A Manual of Style for Contract Drafting on their bookshelves. In the same clear, concise language that contracts themselves should use, Adams explains the mechanics of contract drafting. His book should serve as the bible of contract drafting for years to come.
Steven M. Davidoff · Associate Professor of Law, University of Connecticut School of Law · New York Times “Deal Professor”
A Manual of Style for Contract Drafting is an essential reference work for transactional lawyers whether they’re based in the U.S., Europe, or elsewhere who wish to draft clear and precise contracts in English. It demonstrates convincingly that lawyers and their clients would both benefit by purging from their contracts the archaisms, redundancies, and trite lawyerisms that too often feature in mainstream drafting.
Scott Chalmers · Associate · London Office, White & Case (Europe) LLP
Since the first edition of A Manual of Style for Contract Drafting came out, it has proven to be an indispensable reference tool for drafting purposes. The second edition confirms its unique position amongst texts on drafting techniques in terms of its comprehensive, practical and user-friendly approach. Encouragingly, from the perspective of a non-US lawyer, the manual continues to be highly relevant and useful to lawyers from other common law jurisdictions and also to lawyers generally who draft contracts in English.
Andrew Godwin · Former Partner at Linklaters Shanghai · Senior Lecturer, Melbourne Law School
A Manual of Style for Contract Drafting is a must for anyone who works regularly with contracts of any kind. It’s a unique resource, and I defy anyone to make sense of contract language without it.
Cynthia Sternberg · Contracts Manager · InnoPath Software, Inc.
A Manual of Style for Contract Drafting is an invaluable resource for the transactional attorney. The discussion of ambiguity is particularly useful, and the chapter on materiality and material adverse change provisions offers essential guidance for these uncertain economic times. Read the book to gain an understanding of its principles, then keep it handy when drafting or reviewing contracts.
Steven H. Sholk · Director · Gibbons P.C.
Anyone tempted to believe the old stereotype of lawyers always writing mumbo-jumbo full of archaic jargon and tangled syntax should take a look at the second edition of A Manual of Style for Contract Drafting. Kenneth Adams is one lawyer who writes with clarity and linguistic insight. He has made a really serious study of how normal Standard English can be used to make contract language clear and unambiguous. His thorough understanding of grammar in modern terms, stripped of the bugaboos shines out from every page.
Professor Geoffrey K. Pullum · Head of Linguistics & English Language · University of Edinburgh and co-author of The Cambridge Grammar of the English Language
When lawyers use legalese, we risk alienating nonlawyers. In that regard, A Manual of Style for Contract Drafting has helped me serve my clients more effectively by following Adams’s recommendations for clear and efficient contract drafting, I’ve been able to reduce the language barrier between me and my clients.
Daniel P. Harris · Partner · Harris Moure
WHAT REVIEWERS SAID ABOUT THE FIRST EDITION OF “A MANUAL OF STYLE FOR CONTRACT DRAFTING
This book should be a welcome additional reference book to any lawyer’s bookshelf. It provides valuable suggestions that will bring your agreements into the twenty-first century. All of Mr. Adams’ suggestions and advice serve to satisfy his goals of generating concise contracts that use standard English and lead to easily readable and understandable contracts. While following Mr. Adams’ suggestions may take more effort than following a firm’s standard contract language and provisions, it will benefit the firm and all parties it does business with and for in the long run.
New York Law Journal
A Manual of Style for Contract Drafting should be added to every law library. Better yet, it should be within easy reach of every attorney regularly drafting contracts.
New Jersey Lawyer
I get a surprising number of requests from people wanting to know good resources to learn about how to review and draft contracts. I’ve found a great new book that I will consistently be recommending. It’s by Kenneth A. Adams and it’s called “A Manual of Style for Contract Drafting.” If enough people read this book and follow its principles and examples, we’ll all have an easier time dealing with contracts.
Dennis Kennedy (www.denniskennedy.com) · Computer lawyer · legal technology consultant · influential blogger.
Every serious transactions lawyer should have this book. The section on “material adverse change” alone is worth the price. It is the most thorough and careful book available today on legal drafting.
Wayne Schiess (legalwriting.net) · Director of Legal Writing · University of Texas School of Law
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LEGAL USAGE IN DRAFTING CORPORATE AGREEMENTS
Ken Adams’s first book was Legal Usage in Drafting Corporate Agreements (Greenwood Publishing Group 2001). It covers the same territory as MSCD, but it explores some issues of grammar and syntax in more detail than would be of interest to most practitioners (it has over 500 endnotes). It doesn’t cover, or only touches briefly on, some topics addressed in MSCD, including vagueness and ambiguity. This book is best considered a supplement to MSCD for those who want to explore some topics in greater detail.
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