Legal Usage in Drafting Corporate Agreements

(Hardback)

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Surveys the conventions of language and structure in drafting corporate agreements. From a corporate lawyer in private practice comes a detailed analysis of, and guide to, the conventions of language and structure in drafting corporate agreements. Adams summarizes the traditional techniques of drafting and proposes alternatives that produce clearer, more efficient contracts. This comprehensive and pragmatic book includes examples of different usages and explains in detail the reasons for favoring one over another. Citing other authorities on drafting, legal writing, and English usage and grammar generally, as well as case law, Adams creates an authoritative context for his own arguments and advice. An appendix provides "before" and "after" versions of a sample contract identifying inefficient or archaic usages and proposing alternatives. This essential resource examines the parts of a contract and the drafting issues found in each. Adams pays particular attention to the categories of language that occur in the body of the contract and how best to express them. He then addresses more general topics, including use of defined terms and references to time, and discusses various usage that tend to be problematic, such as provisos. Adams also discusses provisions that specify drafting conventions, examines the principles of effective general writing that apply to drafting, and considers aspects of the drafting process. Ideal for anyone who drafts, negotiates, or interprets corporate agreements, this work will find a place in the libraries and on the desks of practicing lawyers and law students alike.

Reviews

"Adams is an expert in legal language. Rather than merely advising lawyers to use simple and clear language, he illustrates each point with examples and explanations that are sufficiently detailed to convince even the most tradition-bound lawyers to abandon needless boilerplate. Every lawyer who drafts agreements, corporate or not, will find a wealth of helpful information in this book."-Anne E. Kringel Legal Writing Director and Senior Lecturer, University of Pennsylvania Law School
"Kudos to Kenneth Adams for spotting a real need in legal practice and writing a useful (and readable) book about it. ...The problem Mr. Adams has identified is one of language, both understanding it and using it. Contract language needs to be clear, precise and consistent. To write that way requires understanding the nuances of the words and phrases that we string together as we draft...Mr. Adams does not shy away from letting us know which usages he prefers and why. His explanations are always grounded in an understanding of how English really works, tempered by an appreciation of the need for style. At a time when the grammatical training of lawyers is probably as bad as it has ever been, this approach alone makes the book a valuable addition to the corporate lawyer's bookshelf."-Howard R. Sutherland Senior Counsel, Corporate Law, Merrill Lynch & Co., Inc.
"This book is a practical, insightful and educational resource for the corporate legal drafter, and not only junior lawyers but more experienced practitioners as well. It reviews the structure, grammar and language of corporate agreements and shows how a drafter's mastery of those subjects can have a significant impact on how effectively a contract serves the client's interest. The author's witty and literate style helps to make accessible his thorough treatment of the sometimes intricate subject matter."-Donald F. Devine Partner, Jones, Day, Reavis & Pogue
"This is an extremely useful and well-written manual on legal drafting. It is both erudite and practical, explaining some arcane grammatical issues while also suggesting more lucid, simpler and entirely effective approaches to common drafting issues. It should be an ideal adjunct to the training process for young law firm associates, who will, like all transactional lawyers, rapidly develop drafting habits that will last a full professional career. Mr. Adams' supreme accomplishment lies in his mix of delightfully personal preferences and very precise suggestions regarding syntax, grammar and presentation. He never loses sight of many lawyers' greatest fear, that drafting that is straightforward and clear somehow risks being legally ineffective because of it. I strongly recommend this book to law firms for use in training programs, to law schools for use in clinical practice courses, and, especially, to those lawyers who enjoy reading and enhancing their ability to write good, clear English."-Jonathan Goldstein Partner, Winston & Strawn
"This is no easy, breezy How to Write a Contract' book. It is a sophisticated mix of contract law, rigorous grammar, principles of document design, and thoughtful advice on word usage. Every lawyer who drafts contracts should have a copy close at hand."-Richard Wydick Professor of Law, University of California, Davis, author of Plain English for Lawyers

Author Bio

KENNETH A. ADAMS practices corporate law at the New York law firm Kramer Levin Naftalis & Frankel LLP./e Before joining his present firm, he practiced in the New York office of Jones, Day, Reavis, & Pogue and the Geneva, Switzerland office of Winston & Strawn.