Pitfalls of Drafting

Date: Friday, 7 July 2017
Project 4: Briefly enumerate with illustration the major pitfalls of drafting

or interpretation of contracts
Major Pitfalls faced during drafting and interpreting contracts.
Contract drafting is a complicated task, in which due attention must be

given, not only to all the lines, sentences and paragraphs but also to each
word included in the contract. Incorrect references, footnotes vague words,
ambiguous definitions may give rise to serious consequences and render
the contract useless all together.
Let us now look at the various challenges that may be faced during
drafting or interpreting contracts,
Drafting of clause or a contract from scratch.
Nowadays all sorts of contract are available online with varying degrees of
expertise and with due consideration to various kinds of needs thus, there
is no need now to draw a contract from scratch, various available formats
online maybe used and later be edited as per customers need. While
starting from scratch is pretty risky as some important points may be
overlooked. And it may not be possible to include all the relevant points
that the drafters have found to be vital over a long period of experience.
Blind copy pasting
It is obviously a boon that many kinds of contract are now available online
for reference, however it can also cause confusion and errors if clauses and
contracts available online are blindly copy pasted, each kind of business,
has its own particular need, and thus blindly using a common format for
different kinds of needs can result into harmful consequences. Thus, in
eagerness to reduce work and effort one may copy paste certain parts of a
contract and when they don't end up making sense, it may create
discrepancies.
Inconsistently defining terms and phrases
As contract grows longer it becomes tempting to define some terms within

a section or clause rather than in the upfront definitions section of the
contract. This practice can result into ambiguity and confuse the reader and
the interpreter. The best practice is that all the terms and the phrases that
have been used and defined in the contract it must be collected and
presented in the initial sections of the contract. Under a proper head of
definitions so that everything is understood by all the parties in the same
sense and thereby meeting of minds is achieved.
If two separate definitions are given at two different places for a same
term, that may open the door for more interpretations by eager contract
exploiters.
Grammatical mistakes
Misusing conjunctions, plural nouns and making other grammatical

mistakes may seem trivial, however such mistakes can open the door to
legal challenges. Interpreters may get confused as to how many parties are
included and who is included specifically. It may also render a sentence
useless in certain cases.
Befriending ambiguity
Many a times the contracting parties on purpose rely on ambiguous terms

in the contract so that they can decide the relevant issue at a later date.
This however creates disputes in the future. For instance mentioning
Consulting Services alone without precisely defining the service will
undoubtedly create issues at a future date. Moreover annexing specific list
at the end of the document and defining all the list of services, and giving
as much clarity to the document as possible will gain the clients
appreciation. And the bargain of both the parties will be easy to understand
if the ambiguity is reduced.
Clarity in a contract also helps to avoid defrauding intentions of certain
parties, who later use then ambiguity to trap the parties in a legal
quicksand, thereby wasting time, money and efforts.
Excluding indirectly related clauses
It is vital to include indirect clauses regarding the applicable laws, the

place of jurisdiction, whether the matters will be referred to dispute
resolution, consequences of the termination of contract, recompense of
damages, period of limitation, etc
Of course brevity is appreciated, nonetheless, the essentials must be
covered.
Not giving the attention to review
A lot of drafting mistakes will be revealed if it has been properly reviewed.

Lack of review may create a lot of discrepancies which render the contract
vulnerable. A blind Reliance on automated software, copy paste
techniques, trusted Associates, et cetera may create complications. Thus
always name a file as a draft before you finalise to sign it.
One must not forget to check the drafts multiple times, himself and
through other experts so that all the flaws are taken care of.
Assuming that outside counsel provided perfect work product
You may have hired outside counsel to draft your contracts, in such a case
you should avoid assuming that work done for you provided to you is
perfect, it is essential to review the outside work as well. As humans,
anyone is prone to making errors, thus, whether it be your work or
someone elses, always review.
Awareness of Laws
The drafter must also be aware about the Local and Central Laws
applicable in different cases / states, as sometimes a clause in the contract,
even though mutually consented by the parties, may not take effect as the
applicable Law may have an overriding effect and many a times, clauses in
the contract are rendered useless because they are not in harmony with the
applicable laws.
Thus, making sure that laws and the terms in the contract are in harmony
and do not contradict each other is very important, to avoid future
complications.
Above mentioned are some of the major pitfalls while drafting and
interpreting contracts. We shall now end our note regarding the same.
The End.

Pitfalls of Drafting

Uploaded by

Copyright:

Available Formats

Pitfalls of Drafting

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Pitfalls of Drafting

Uploaded by

Copyright:

Available Formats

Date: Friday, 7 July 2017

Project 4: Briefly enumerate with illustration the major pitfalls of drafting

Major Pitfalls faced during drafting and interpreting contracts.

Contract drafting is a complicated task, in which due attention must be

Drafting of clause or a contract from scratch.

Inconsistently defining terms and phrases

As contract grows longer it becomes tempting to define some terms within

Misusing conjunctions, plural nouns and making other grammatical

Many a times the contracting parties on purpose rely on ambiguous terms

It is vital to include indirect clauses regarding the applicable laws, the

Not giving the attention to review

A lot of drafting mistakes will be revealed if it has been properly reviewed.

Assuming that outside counsel provided perfect work product

You might also like

Pfad - The Proxy pFad of © 2024 Garber Painting. All rights reserved.