Contract Drafting Sources that Promote Substance Over Style

 
Now that we are back in school, I wanted to draw attention to a couple of great new resources for those who are teaching contract drafting or those who would like to incorporate some contract drafting concepts or clauses into their Contracts courses.  The first is an informative article by Lori Johnson, a Professor-in-Residence at University of Nevada, Las Vegas ,  Say The Magic Word:  A Rhetorical Analysis of Contract Drafting Choice, 65 SYRACUSE L. REV. 451 (2015). One of my pet peeves is when contract drafting stylists advocate the modification or even wholesale deletion of contract terms without understanding their underlying purpose simply because it “sounds better.”  Johnson explains why it’s important to distinguish between legalese without substance (words such as heretofore, whereas, etc.) and legal terms that have a substantive purpose.  I found this article to be refreshing because it focuses on the substance of contract clauses, not just drafting style, with the ultimate goal of protecting the client’s interest.

Speaking of the substance of contract clauses — the second helpful resource is Houston-based attorney D.C. Toedt’s Common Draft, an online resource that is basically an encyclopedia of various contract clauses.  It’s quite an effort and well worth exploring.