What to Call Contracts You Base a New Contract On

I’ve intermittently pondered what to call the contracts one copies, in whole or in part, when drafting a new contract.

Contracts Prepared for Use in Future Transactions

First, consider those contracts that are prepared for use in future transactions and so contain blanks, placeholders, and perhaps suitable annotations. What should they be called?

Did you say “forms”? I’m not keen on that choice. For one thing, it suggests a fill-in-the-blanks form. Also, “forms” is used by many lawyers to refer to any contract that a new contract is based on, including contracts from previous transactions. So “forms” is both too narrow and too broad.

How about “model”? Well, it conveys the meaning “worthy of imitation,” which is reasonably apt. On the other hand, it conveys a broader meaning, too, so anything that you base a new contract on could be called a model, whether it was created expressly to serve that purpose or was used in a previous transaction. I think that mix of meanings rules out “model” as a possibility.

What about “standard contract” or “master contract”? I don’t think those terms are widely used, and it’s never a good idea to try to convince lawyers to adopt new terminology.

So I vote for “template.” It conveys just the right meaning—something prepared to facilitate the making of copies.

Contracts from Other Transactions

Second, what about contracts from other transactions?

“Forms” is the perhaps the term most widely used, but this meaning strays rather far from, and is inconsistent with, the original meaning of a fill-in-the-blanks form.

And as described above, one meaning of “model” would preclude it from serving this function, and the other meaning is too broad.

So here’s my choice: “precedent contract.”

All Contracts Used in Preparing a New Contract

Your best bet for a collective term for templates and precedent contracts would be “model,” but it’s not ideal, given the alternative meanings mentioned above.

It might be best not to use such a collective term. And I don’t think you’d miss not having one.

What do you think?

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.