BASIC LEGAL DRAFTING SKILLS

CORPORATE LEGAL DRAFTING

HAEME HASHIM
Justice Ruth Bader Ginsburg said:

Legal writing should be:

• Clear;
• Concise;
• Simple; and
• Well-ordered.

2
 Characteristics of good legal writing

Accurate = analytical Relevant = organized Thorough = specific and Logical = correct Persuasive = clear
concrete
 GUIDELINES FOR BETTER LEGAL DRAFTING

Match function and style of the text according to the reader.

Avoid long and embedded sentences.

Avoid complex structures.

active sentences instead of passive sentences, if possible.

Use Passive: The gate was jumped over by the cow. Active: The cow jumped over the gate.
 avoid double negatives
- “The court voted not to allow” = “The court voted to prohibit.” “It is

GUIDELINES
unlikely to be inaccurate” = “It is likely accurate.”

FOR BETTER avoid unnecessary synonym pairs

- e.g., null and void

LEGAL
DRAFTING use technical legal terms only when necessary, avoid jargon

avoid Latin and foreign words, if possible

 EFFECTIVE WRITING: INGREDIENTS

MAIN IDEA

ORGANIZATION

SUPPORTING MATERIAL

EXPRESSION, WORD CHOICE AND POINT OF VIEW

SPELLING, GRAMMAR, AND PUNCTUATION

 Remember!

Good grammar: step 1 towards good writing.

Communication skills vital to lawyers.

Lawyers judged by verbal and written communication skills.

STRUCTURE OF
COMMERCIAL
CONTRACT
FUNCTIONS OF AN AGREEMENT

Bind
Reminder
Parties
• NAME OF THE CONTRACT
• PARTIES TO THE CONTRACT
• DEFINITION AND INTERPRETATION

2 types of definition writing-style

• Clause/Paragraph definition

• In-text definition
Clause/Paragraph Style
In-text style
• RECITAL
• OPERATIVE PARTS OR ACTION PARTS
• VALIDITY AND TERMINATION
• REPRESENTATION AND WARRANTIES
• INDEMNITY
• DISPUTE RESOLUTION & JURISDICTION
• Mediation/Negotiation

• Court of law

• Arbitration (AIAC or ad hoc)

 BOILER PLATE CLAUSES

refers to standardized text, copy, documents, methods, or

procedures that may be used over again without making
major changes to the original.

Entire Agreement Cost and Expenses Time is Essence Notices

 Amendments Assignments Waivers

BOILER PLATE
CLAUSES Severability Force Majeure Confidentiality

Governing Law Jurisdiction

• EXECUTION PAGE
 • SCHEDULE/APPENDIX

REMEMBER TO USE “ADOPTION BY REFERENCE”!

A method of making a secondary document part of a primary

document by including in the primary document a statement that
the secondary document should be treated as if it were contained
within the primary one.

Black’s Law Dictionary

Q&A