Customer Reviews

Manual of Style for Contract Drafting

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Kenneth A. Adams has done the legal profession a service by collecting a large variety of contract drafting issues between two covers, discussing them thoughtfully, and making specific, logically defensible recommendations for resolving them.

As a practicing lawyer, I didn't immediately agree with all his recommendations, but as time passes, I find myself coming around to his point of view more and more.

I agree with his point that contract drafting is not a "craft," that is, not a vehicle for the expression of the drafter's individuality or personal style. Drafters improve their field by settling upon the best way to express certain ideas, then using those ways uniformly to avoid uncertainty.

Paradoxically, Mr. Adams condemns legalese, contending persuasively that it is "largely a myth" that such language is time- and case-tested for settled meaning.

A useful feature of the book is the appendix consisting of three versions of a specimen contract: (1) before, (2) annotated before, and (3) after. The "after" version incorporates the author's suggested revisions, making it a de-facto reference model as to form.

Perhaps against the author's intention, I find myself using the "after" version as a quick reference tool.

This new second edition expands greatly upon the first's already-groundbreaking take on drafting. This edition has benefitted from, among other things, a few years of back-and-forth with the author's large and appreciative blog audience (http://adamsdrafting.com/system/). That has led not only to additions to the prior manual, but the author even changed his mind on a few issues after debating some points with his readers!

I've been following the ideas in this book since its first edition, and find them to be a breath of fresh air. Contract drafting is often left to undisciplined styles and claims of 'artistry' rather than clarity, which have over time become a recipe for unintended vagueness and uncertainty. And, all of that contributes to how attorneys are often perceived as unable or unwilling to speak and write in a language that their clients can understand.

It takes time and effort to drag others in the profession towards this new way of contract drafting, but I think it's worth the effort!

I am glad I bought this book because it allowed me to draft a contract based on clear language rather than lawerise and yet it is also clear the book's author speaks with authority.

Unlike a 'normal' lawyer, the author has run a successful blog-style website for some time, testing and gathering opinion on his views. This, it seems, has helped stress-test his views and also the language he needs to use to convey them to non-lawyers.

I loved the attention to detail and coverage. My only criticism is the small number of 'sample' contracts or part-contracts. But it's a small point and I would not have wanted to loose other areas of the book for more examples.

I have had to write contracts before, with no legal training. This book helped me a lot, but not by 'dumbing down', by stretching (me) up. I recommend this book.

An excellent reference book for any legal counsel who - just like me - is not a native English speaker and who yet needs to negotiate and draft contracts in English.

Dalila S. Zerouki
LinkedIn: dalilaszeroukiofficial

This book is peerless in its exhaustiveness and thoughtfulness. Adams bases his recommendations on what's probably the most thorough analysis of contract language ever undertaken. Not too many lawyers follow all these recommendations, but as time goes on, more and more are realizing the benefit of subscribing to a new system of drafting that's not just modern-for-modern's sake, but cleaner and more precise for the parties' sake. Favorite chapters include Two (rights and obligations), Seven (efforts clauses) and Eight ("material"). Chapter Twelve is also a helpful hard look at such common terms as "moral turpitude" and "immediately." Full disclosure: I'm thanked in the book, but my role was minor.

I've been a working contract manager and analyst for about 10 years. Outside of the areas where there are absolute rules (and there's very few of those) there is quite a bit misdirection, confusion, and misinformation related to what must be, or must not be included in contracts and what the appropriate language should be or how a contract must be drafted in order for it to be correct. I've worked, in a business capacity, with many attorney's, had conversations with many people in forums, and looked for specific answers to questions.

What I've come away with is that there are few clear rules (other than avoiding any language that would be illegal) and most of the opinions are just that opinions.

Books of this type are rare in that they do a good job of removing some of the mystique from contract drafting and provide straightforward and intelligent insights and answers into many situations that drafters will come across.

For anyone who works in this field I highly recommend this book.

I draft large and complex contracts for a living, and routinely deal with no-nonsense engineers and contractors. This book is a great help in making my documents clearer, shorter and more precise. I have kept Ken's book close to hand since it first came out in 2008, and I still refer to it constantly. For any lawyer seeking to draft in plain English, this sets the gold standard. Adams' book deals not only with language, but layout and structure, among other contract elements. His recommendations are founded on solid case law research (primarily US, but occasionally extending to other common law jurisdictions) or compelling logic, and benefits from his ongoing discussions and interactions with readers on his equally invaluable blog.

I particularly like his 'select usages' section, in which Adams dissects (and eschews) legalese and traditional convention with clear arguments as to why the plain English alternatives are clearer and better than the nonsense found in most commercial contracts. Its alphabetical layout allows me to quickly find an expression and consider his analysis. If I don't agree, which happens very rarely, at least I've made a conscious decision.

Every junior associate, and most partners, should have their drafting marked up on the basis of this book. If the book's success can be measured by the number of colleagues I've harrangued about reading and using the book, it is successful indeed.

I also recommend his drafting blog, now at [...], which covers many of the issues found in the book.

Great tool for my toolbox. This book is very well organized. I got all answers to my questions quickly. Good samples of what NOT to write.

If you are involved with drafting or reviewing contracts, this book is an essential read and as an ongoing reference. It you follow Ken's recommendations, you will improve your drafting skills. It's also helpful in reviewing contracts by providing strong arguments that you can use to support your changes.

I highly recommend this book. It has been criticized as being somewhat pedantic, however, I disagree with that critique. Ken presents well researched logic for his recommendations. If you don't agree with his recommendations, then present a better counter argument.

This book and his web site AdamsDrafting are, in my opinion, the best sources available for advice on contract drafting.

Makes you understand that even a single word in a "standard" clause can make all the difference.
Helps produce much more readable and concise drafts.
Very useful for practitioners both in the US and abroad.
I would have liked to see some more details as to why certain uses are preferable, because I need to explain the recommended changes to the partners.