The Best Way to Learn How to Draft Contracts

A new lawyer asked me how to learn what contracts should say. He wanted to know how we take a template and make it into something our client signs.

Here are three steps I recommend to figure it out:

1. Always start with the deal

Ask questions until you fully understand the details about the services or product and their use, key risks, and so forth.

You can't protect the client if you don't understand the transaction. Don't be shy or think you are imposing.

2. Learn about the words we use in contracts

Become an expert at grammar.

Use programs like BriefCatch to review your work.

Study Ken Adams and Bryan Garner's advice on drafting clearly.

Sign up for courses at Write.law.

Use active tense and precise words.

Write using plain English where you can but not at the expense of enforceability or legal concepts.

3. Focus on why

Study the law and contract concepts to understand why we use one word and not another.

For example, when do we use the Incoterm EXW instead of DDP, and why? 

When do we insist on including a copyright license to create derivative works?

Learn to read what differentiates one deal from another and how to expand and contract your client's risk.