On Reading a Contract

I suspect that I don’t read contracts like other folks. When I’m in let’s-analyze-contract-usages mode, I trawl through contracts looking at how drafters express a given meaning. When I’m working on templates, I mine the client’s current templates looking for what to adjust and what to replace.

That’s different from reading a draft prepared by someone on your side of the transaction, or someone on the other side. Thinking about that more usual kind of reading prompted me to consult a couple of articles on the subject, this one by Tina Stark and this one by Scott Burnham.

I concur with what Scott says in his article:

Although we must know the protocols in order to read each kind of text, we are rarely taught them expressly. We are simply told, for example, to “read the contract” and left to our own devices.

It would be a good idea to be systematic about how one approaches reading a contract. That’s why I compiled my own rudimentary thoughts on the subject. For what it’s worth, here they are (in squished form, for some reason). They’re also here, in Word.

Reading a Contract

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.