The Bad Things That Can Happen When You’re Sneaky

Yesterday’s “Drafting Clearer Contracts” seminar for the Utah State Bar included something new and different—an hour on professionalism and ethics.

Legal ethics can be a narrow topic, but with the addition of “professionalism,” I allowed myself to expand the discussion to address different ways one can create problems for oneself in the contract process by being sneaky and the bad things that can happen as a result.

The ways of being sneaky include intentionally incorporating ambiguous language in a contract and making last-minute unmarked changes, to choose two examples at random. As regards the possible adverse consequences, here they are:

  • Delay, confusion, and rancor
  • Violating codes of ethics
  • Negligence claims (from clients, third-party beneficiaries)
  • Fraud claims (from counterparties)
  • Having the contract held unenforceable

The point is that they go beyond ethics violations.

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.