Books on contract drafting

Short reviews of the contract drafting books we have read. The collection is updated N times per year.

No of reviews: 4
Last updated: 26 November 2021

Essential reading; highly recommended

Not for beginners; requires 'contractual maturity' to appreciate

Suitable for law students and lawyers learning to read and write contracts in English

If you are going to read just one book on contract drafting, read this one.

This manual offers guidelines for clear and concise contract language. If you're making decisions regarding contract language without consulting it, it's overwhelmingly likely that you're copy-and-pasting, relying on flimsy conventional wisdom, or improvising.

MSCD is written for US attorneys. The book advocates certain US drafting conventions (for example, US-style contract front) and references US laws and precedents.

However, even non-US attorneys will find the book extremely useful. MSCD packs excellent content on:

- contract organisation and layout;
- sources of uncertain meaning in contract language (some even apply to non-English contracts);
- some universally used contract words and phrases, such as reasonable efforts, material adverse change or consequential damages;
- typography in contracts; and
- general drafting advice.

The book assumes that the reader is comfortable with legal English and has spent some time reading and writing contracts. If you have never seen a contract in English, some of the MSCD's ideas may seem irrelevant or hard to grasp.

If you find yourself thinking, "what is the best way to express this provision?" MSCD probably contains at least a part of the answer. It is a first-rate reference book even if your contracts are not connected to the US and follow different drafting conventions.

Suppose you have never struggled with reasonable efforts vs best efforts vs reasonable endeavours. In that case, a lot of the book's content may seem esoteric or useless. MSCD assumes certain "contractual maturity" and a good level of legal English.

An excellent first book on contract drafting for US law students.

Develop a checklist, collect samples of contract provisions, and practice as much as you can. Do all that you will be ready for transactional practice by the end of this book.

The book is written for law students and young attorneys in the US as a substitute or a supplement to a law school contract drafting course. It does not assume any experience with contract drafting and provides a clear framework for contract drafting.

Transactional Drafting is more about what to say in a contract than how to say it. While it contains some language advice, it is primarily concerned with giving readers a step-by-step guide to creating contracts from scratch or precedents. The contract drafting process it describes is sound: familiarise yourself with the client's business, research relevant law and sample contracts, get the terms of the deal from the client, draft the agreement, negotiate, and get it signed.

If you enjoy step-by-step instructions and checklists, you will love the book. It contains a 30-point contract drafting checklist, a flowchart for drafting contract provisions, and a how-to for drafting key sections usually found in commercial contracts.

Another benefit of Transactional Drafting is the exercises. While they are not interactive(it is just a book, after all), the activities are based on the author's extensive professional experience. They could be precious for a young attorney.

If you are looking for a contract drafting book that focuses on the language of contracts, this book may be somewhat disappointing. While it contains some language advice (e.g. use 'will' for obligations), the book's focus is the process of contract drafting and negotiation.

A short primer on boilerplate for non-lawyers.

In the legal world, boilerplate is as important as it is mundane. Anyone who has read a legal agreement has encountered these "boilerplate" provisions of the document that seem to either state the obvious, or simply not say anything at all.

The book is written for non-legal professionals who encounter contracts and hope to better understand common contractual language.

As such, Understanding Boilerplate intends to explain, in plain English, the clauses commonly found in US commercial contracts.

The book is short (32 pages) and inexpensive (less than 5 US Dollars at the time of writing).

Reading an 80-page contract for the first time is a daunting task, especially if English is not your first language and you do not have much experience with the drafting style of the contract.

This book will be a helpful guide if you do not know what to look out for in an indemnification clause or wonder why the contract contains a waiver clause. It does not go into detail and gives no drafting advice but will enable you to understand the big picture of the contract boilerplate.

If you have worked diligently through at least one contract boilerplate, it is unlikely that you will learn anything new from the book.

A legal English dictionary and exercise book.

To Affirm (verb): This verb means to say yes, to confirm or to answer in a positive way. In relation to commercial contracts, to affirm a contract means to confirm it is valid or enforceable.

Drafting Commercial Contracts is precisely what it says it is – a legal English dictionary with exercises. The book is written for lawyers and law students who are just starting to learn legal English.

The book's first part is a dictionary of words and expressions commonly found in contracts written in English. The second part is a collection of vocabulary exercises.

The book is relatively short (78 pages) and inexpensive (less than 5 US Dollars at the time of writing).

Drafting Commercial Contracts may be helpful for someone looking for a compilation of exercises on legal English vocabulary. The exercises include true/false questions, fill-in-the-blank questions, and 'spot a mistake' questions.

Drafting Commercial Contracts is probably designed for an instructor-led first course in legal English. If you are studying alone or know at least some legal English, you are unlikely to find the book very helpful.