I had been planning to write a review of the book, A Manual of Style for Contract Drafting, (3rd edition) for some time before I recently corresponded with the book’s author, Ken Adams. But when I had the opportunity to have a guest post from Ken earlier this week, I knew that it was time to share my thoughts on the book.
For those that like the executive summary of my review of the book, here it is: A wonderful resource for attorneys and in-house counterparts in drafting and reviewing employment and non-employment-related contracts of all shapes and sizes.
Why should employers care about a book about contracts? Admittedly, it’s not as exciting as a Tom Clancy novel. But it’s definitely worth caring about because some (though not all) contract disputes could be prevented if the parties used more exacting language or anticipated issues of contract interpretation. Ken’s book allows employers to do that by offering practical and insightful commentary into some key language that should or should not be used.
Take, for example, the notion that an employee is to receive a separation payment at one time without the payments being spread out over time. Typically, the contract may say that the employee is to receive the severance payment in a “lump sum” of X dollars.
The Manual of Style suggests that such usage becomes a “clumsy alternative to single payment.” What to do? Ken suggests: “If a contract specifies when a payment is to be made, the benefits of specifying that the payment should be a lump-sum payment are marginal.” Just keep it out.
He also suggests getting rid of the “picturesque fixture of release language…the from the beginning of time” or the “from the beginning of the world” clause. Why? “Besides being quaint, this language is redundant. If you agree to release all claims against Acme, that indeed means all claims, as opposed to just those claims that arose in the past year, or the past century, or some other limited period.”
Besides some specific issues, he discusses the characteristics of optimal contract language. Yes, some of it is common sense, but you’d be surprised how many contracts lack the precision necessary to make them enforceable.
I have found it particularly useful in my review of employment contract language. And I find myself referring to it to tweak subtle clauses that we all tend to fall back on. Perhaps this type of wordsmithing is a lost art, but I still tend to think that clients come to us to continue to improve contracts — not just give them a stock version off the Internet.
(Of course, there are plenty of free samples of contracts off the Internet and they can be a great place to start. I’ve highlighted one such site in a prior post.)
Overall, the book is reminiscent of other classic style manuals: It’s easy to understand; you need not read it in “order”; and it has enough examples to keep the tone light-hearted yet practical. I tend to agree with Ken that the book “should be of use to readers in every contract” ecosystem, including those within companies who have oversight authority over contracts.
A Kindle version may be coming later this year, but for this one, I’ll stick with the paper version right near my desk.