I’ve been saying this for a while, as an aside in various writings, but I might as well shout it from the rooftops: You cannot be an informed consumer (or producer) of contract language without consulting A Manual of Style for Contract Drafting.
That’s because MSCD is the only work that offers a comprehensive set of guidelines for the building blocks of contract language—how contract language works or doesn’t work at the level of words and phrases.
If I were to give MSCD a score of, say, 147 (I won’t designate an upper limit), I’d give any other work a score of no more than *sticks finger in the air* 34. While everyone else is in low earth orbit when it comes to this topic, MSCD is somewhere beyond the Kuiper Belt.
That’s why MSCD—now fat and relatively expensive—has sold tens of thousands of copies. That’s why in 2023 it was the biggest seller out of the ABA’s dozens of titles. That’s why Vice Chancellor Laster of the Delaware Court of Chancery saw fit to write a foreword to the fourth edition (here). That’s why it’s cited by courts. That’s why the U.S. Solicitor General recently cited it in a brief (see this blog post). That’s why in this review of the fourth edition, the Law Society Gazette says it’s “extraordinary.” That’s why people who participate in the training I offer (which is essentially an introduction to MSCD) routinely tell me how it has changed how they work with contracts. That’s why companies, law firms, and government agencies around the world hire me to provide training.
If you haven’t consulted MSCD, it would be unrealistic to expect you’ve somehow managed to acquire independently the knowledge contained in MSCD. Working on MSCD has in effect been my job. That’s why I say, only half-jokingly, that I’ve been living in a cave for the past 20+ years. You, on the other hand, have other fish to fry.
So if you don’t consult MSCD, your contract language will likely be suboptimal, because your only option would be, to some extent, to copy-and-paste, relying on conventional wisdom that usually isn’t wise.
If you disagree with the premise of this post, I suspect you haven’t consulted MSCD. If you’re not familiar with MSCD, you’re not in a position to assess its merits, and you’re not in a position to assess your own drafting.
I say all this because mainstream contract drafting remains chaotic. As a matter of civic responsibility, we must do better. The first step is having your contracts reflect the perspective of an informed consumer of contract language. That involves recognizing the utility of MSCD.
