A Manual of Style for Contract Drafting

Ken Adams is the author of A Manual of Style for Contract Drafting. It’s the only authoritative guide to the building blocks of contract language, and it’s in widespread use throughout the legal profession. The first edition was published by the American Bar Association in 2004; the second edition was published in August 2008; the third edition was published in 2013.

You can buy the print version of the book from Amazon (go here) or by going to this page of the ABA Web Store. (It’s cheaper on Amazon, but if you’re buying multiple copies and are a member of the ABA Section of Business Law, then at a certain point it might be cheaper to buy it from the ABA.)

It’s also available as an ebook on iTunes (go here for the MSCD page in the U.S. iTunes store) and as a Kindle edition on Amazon (go here).

The following is from the back-cover text of the third edition:

With A Manual of Style for Contract Drafting, Kenneth A. Adams has created a uniquely in-depth survey of the building blocks of contract language. First published in 2004, it offers those who draft, review, negotiate, or interpret contracts an alternative to the dysfunction of traditional contract language and the flawed conventional wisdom that perpetuates it. This manual has become a vital resource throughout the legal profession, in the U.S. and internationally.

This is the third edition of A Manual of Style for Contract Drafting. One-third longer than the second edition and in a larger format, it contains much new material and has otherwise been revised and supplemented, making it even more essential.

This manual’s focus remains how to express contract terms in prose that is free of the archaisms, redundancies, ambiguities, and other problems that afflict traditional contract language. With exceptional analysis and an unmatched level of practical detail, Adams highlights common sources of confusion and recommends clearer and more concise alternatives. This manual is organized to facilitate easy reference, and it illustrates its analysis with numerous examples. Consult it to save time in drafting and negotiation and to reduce the risk of dispute.

Go here to listen to a 2013 American Bar Association podcast of a 37-minute conversation with Ken Adams about the book. To see extracts of third edition, click on the links at the bottom of this page of the ABA Web Store.

And here are some reactions to the third edition:

  • By English solicitor Mark Anderson, in this post at IP Draughts.
  • By U.S. law-firm partner Brian Rogers, in this post at The Contracts Guy blog.
  • By Dan Harris, a U.S. lawyer with a China practice, in this post on China Law Blog.
  • By Professor Daniel D. Barnhizer, in this post on ContractsProf Blog.
  • By Dean Irma S. Russell, in this post on ContractsProf Blog
  • By U.S. employment-law lawyer Daniel Schwartz, in this post on Connecticut Employment Law Blog.
  • By in-house lawyer Luis Villa, in this post on his blog at tieguy.org.
  • By U.S. law-firm partner Matthias M. Edrich, in this review in the August 2013 issue of The Colorado Lawyer.

Testimonials

Here’s what people 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

And here’s what reviewers said about the first edition:

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 · computer lawyer · 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 · Director of Legal Writing · University of Texas School of Law