Have you thought to yourself, as you flipped through A Manual of Style for Contract Drafting, that I’d failed to address adequately, or at all, some issue that’s dear to your heart? Do you have a beef with any of my recommendations? Do you not like the binding? The cover? The font? If so, now’s the time to speak up, seeing as I’m working on the manuscript for the second edition. All input welcome!
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.
12 thoughts on “What Don’t You Like About MSCD?”
One small piece of constructive criticism: I use the manual fairly regularly, and one frustrating thing for me is the index. I wish it were broader. Maybe it’s not possible to expand it more than it currently is, but if I could change one thing, that would be it.
I’d consider updating the font to one of Microsoft’s True Font, such as Calibri or similar, to bring the look of the text up to date.
And is there any need or scope for addressing the needs of a non-US audience where drafting conventions can differ in some aspects?
CB: I’ll do my best with the index.
Linda: A new font is on my wish-list. And I’ll be expanding the section in the preface entitled “A Note to Readers from Commonwealth Countries” so that it refers to anyone, anywhere, looking to write contracts in English.
Though you must have considered an appropriate title, why you didn’t call your text, “A Style Manual for Contract Drafting”? This would have been equally informative, while being more concise. Your being an advocate of plain English, though, as you note, you prefer the term “standard English,” makes me wonder.
I have three suggestions right off the bat.
First, change the binding. In a manual of style, a binding like the one used by the Bluebook or Redbook is much more helpful.
Second, consider adding a chapter about special kinds of contracts. There might be different rules, for example, for consumer contracts, service agreements, etc.
Third, delete section 4.16. I use subsection headings in my main contract, and it would be unintelligible without them. Email me if you’d like to see an example.
Melvin: Regarding the title, it’s a nod to The Chicago Manual of Style, so I wouldn’t want to change to “Style Manual.”
More generally, I’d consider, out of sheer egomania, adding my name to the title, except that the result would be unwieldy. Adams’s Manual of Style for Contract Drafting? The Adams Manual for Contract Drafting? They don’t thrill me. If you have any better ideas …
Bryan: Yes, I’ll try to do something about the binding. But I’m leery of having a chapter on consumer contracts: it’s a different, more freewhiling discipline that I haven’t been involved in. Regarding subheadings, I’ll give the matter some thought; expect a blog post in the near future. Ken
Ken, I’ve gotten bogged down when I am confronted with some fancy grammer/parts of speech references that you use in a number of your analyses in Chapter 3. I’m sure some (many?) of your readers can’t navigate past these references. Is there a less labored way to make your points? For example, here are some of the words that I can’t easily digest: modal; auxiliary; modal auxiliary verb; “by”-agent; passive complement clause; restrictive relative clause; subordinator; and matrix clause. I am too long out of junior high school where all this stuff was to have been taught, but it is now a cloudy, distant memory! LMBell
Larry: After pondering your comment, I revisited the current chapter 3 and the version I’ve prepared for the second edition.
In some places, I failed to provide sufficient context. I’ve attempted to remedy that for the second edition. For example, the second edition will contain a more detailed discussion of the passive and active voice (including the role of by-agents).
But as a general matter, I don’t think anything would be gained—in fact plenty would be lost—if I were to dwell on any grammar terminology. I’m not going to explain, for instance, what a passive complement clause is. For one thing, any explanation would require that I use other, equally confusing terminology. But more to the point, you wouldn’t need any such explanation, at least for purposes of the second edition: whenever I use such terminology, I also include at least one example, and I state in a few words what the significance is. The terminology isn’t meant to enlighten: instead, it gives me labels to work with.
In any event, even in the second edition chapter 3 is never going to be easy going. That’s the English language for you!
Here’s another topic. This isn’t addressed in MSCD but could fit into Chapter 8 on ambiguity.
I have encountered contract readers who find the word “per” to be ambiguous. As in “Acme shall provide Beta with 1 hour of consultation per month.” If the contract is for a year, these readers think that Beta is entitled to 12 hours of consultation per year for use at any time, when the intent is that Beta gets no more than 1 hour in any month.
Maybe this isn’t really an ambiguity. Maybe it’s just silly readers. In any event, I’ve debated replacing “per” with “in any,” though I’m not totally sold on it.
What does Ken think?
Bryan: I’ll look into it. Ken
I agree with the points made by Mr. Bell. While I appreciate your layman’s linguistics approach, how about an appendix readers can routinely flip to that defines these terms?