By Dr Neel Mani Tripathi
10 Most
Basic Rules for
Good
Legal Drafting
By Dr Neel Mani Tripathi
(PhD and Post Doc in Law)
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By Dr Neel Mani Tripathi
1. Clarity in Expression
• Principle: A well-drafted legal
document should leave no room for
ambiguity. The language should be
straightforward and unambiguous,
avoiding technical jargon unless
absolutely necessary.
• Explanation:
o Use plain, direct language.
o Avoid complex or archaic
phrases that could confuse
readers.
• Examples:
o Bad Drafting: "The herein
aforementioned party of the
first part shall undertake."
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o Good Drafting: "The first party
shall undertake."
o In a lease agreement, instead of
"quiet enjoyment," use: "The
tenant has the right to use the
property without disturbance."
2. Logical Structure
• Principle: A document must follow a
logical progression to enhance
readability and coherence. Organize
information systematically with a
clear flow.
• Explanation:
o Divide content into sections
and subsections.
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o Use headings, numbering, and
bullet points for better
navigation.
• Examples:
o A standard employment
contract:
1. Introduction and
Definitions.
2. Responsibilities of the
Employee.
3. Compensation and
Benefits.
4. Termination.
o Why It Works: Logical order
helps readers quickly locate
specific clauses, such as
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severance pay under
"Termination."
3. Precision in Language
• Principle: Drafting must accurately
convey the intent without
overgeneralization or excessive
detail.
• Explanation:
o Avoid vague terms like
"reasonable time" unless
explicitly defined.
o Use precise terms with well-
established legal meanings.
• Examples:
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o Bad Drafting: "Payment must
be made within a reasonable
time."
o Good Drafting: "Payment must
be made within 30 calendar
days from the date of invoice."
o In a construction contract,
define "substantial completion"
to avoid disputes over when
work is considered finished.
4. Use of Definitions
• Principle: Clearly define key terms to
ensure consistency and prevent
misunderstandings.
• Explanation:
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o Include a dedicated section for
definitions at the beginning or in
an annexure.
o Use these defined terms
consistently throughout the
document.
• Examples:
o In a service agreement:
▪ Bad Drafting: "The client
shall pay the service
provider a fixed fee."
▪ Good Drafting: "‘Client’
refers to ABC Corporation.
‘Service Provider’ refers to
XYZ Solutions. ‘Fixed Fee’
means the agreed amount
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of $10,000 payable upon
completion of services."
o Why It Works: Defined terms
avoid confusion if there are
multiple clients or providers.
5. Avoid Redundancy
• Principle: Eliminate unnecessary
words or repetitive clauses to
maintain brevity and clarity.
• Explanation:
o Use cross-references rather
than restating clauses.
o Focus on concise language
without compromising
meaning.
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• Examples:
o Bad Drafting: "The landlord,
who is the owner of the
premises, hereby agrees that
the tenant, who is renting the
premises, shall pay rent to the
landlord."
o Good Drafting: "The landlord
agrees that the tenant shall pay
rent as specified."
o In contracts with multiple
repetitions, a cross-reference
like "See Clause 7 for
termination details" avoids
unnecessary duplication.
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6. Focus on Consistency
• Principle: Consistent language,
formatting, and terminology are
essential to avoid confusion.
• Explanation:
o Use the same term throughout
the document (e.g., "lessee"
rather than alternating with
"tenant").
o Maintain uniform formatting
styles for headings, numbering,
and font.
• Examples:
o Bad Drafting: "This contract
shall bind the parties, namely
the contractor and the vendor."
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(Later refers to "contractor" as
"supplier.")
o Good Drafting: "This contract
shall bind the parties, namely
the contractor and the vendor.
The term ‘contractor’ shall
apply throughout."
o Why It Works: Avoids
misunderstandings in multi-
party agreements.
7. Be Mindful of
Jurisdictional Variations
• Principle: Drafting must account for
the laws of the applicable
jurisdiction.
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• Explanation:
o Include provisions for governing
law and jurisdiction.
o Align the document with local
statutory and regulatory
requirements.
• Examples:
o In an international sales
contract, specify: "This
agreement is governed by the
laws of the State of New York,
USA, and any disputes shall be
resolved under the jurisdiction
of New York courts."
o In Indian contracts, include
provisions aligning with the
Arbitration and Conciliation
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Act, 1996, if arbitration is the
chosen dispute resolution
method.
8. Include Safeguard Clauses
• Principle: Anticipate potential
issues and address them within the
document to protect the parties.
• Explanation:
o Incorporate termination,
indemnity, and force majeure
clauses.
o Include confidentiality and non-
disclosure provisions where
applicable.
• Examples:
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o A non-disclosure agreement
might state: "The receiving
party shall not disclose
confidential information
without prior written consent,
except as required by law."
o A force majeure clause in a
construction contract: "The
parties shall not be liable for
delays caused by events
beyond their control, such as
natural disasters or government
restrictions."
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9. Avoid Overloading with
Legalese
• Principle: Simplify language to make
it comprehensible without diluting its
legal enforceability.
• Explanation:
o Use plain English where
possible, avoiding archaic
terms like "heretofore" or
"aforesaid."
• Examples:
o Bad Drafting: "The party of the
first part shall be entitled to
remedies heretofore
mentioned."
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o Good Drafting: "The seller is
entitled to the remedies stated
in this agreement."
o Why It Works: Improves
accessibility for all parties,
including non-lawyers.
10. Revise and Proofread
Thoroughly
• Principle: Errors in drafting can lead
to disputes or render the document
unenforceable.
• Explanation:
o Review for grammatical errors,
typos, and logical
inconsistencies.
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o Have a second pair of eyes
review the document.
• Examples:
o A poorly drafted clause: "The
buyer agrees to purchase 1000
units of goods" (intended as
10,000 units). Proofreading
would have corrected this
costly error.
o Cross-checking ensures that
cross-references, like "See
Clause 10," actually align with
the intended section.
If you found this post insightful and would
like to explore more on such legal
concepts, connect with me on LinkedIn
and Twitter---Dr Neel Mani Tripathi
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