Precision in Drafting
Objectives
- Avoid ambiguity in drafting
- Use shall, will, must and may precisely
- Draft defined terms correctly
Explanation
Ambiguity creates disputes. Rules: use one term for one concept; define terms with capitals and quotation marks ('the Property'); avoid 'and/or'; specify time precisely ('within ten (10) Business Days after receipt'); and use 'shall' only for obligations of a party, or adopt 'must' consistently. 'Will' often expresses future facts, not obligations.
ambiguity
The quality of having more than one possible meaning.
“Ambiguity in the clause led to litigation.”
defined term
A word given a specific meaning in the contract.
“'Business Day' is a defined term.”
Business Day
A day on which banks are open, typically excluding weekends and holidays.
“Payment is due within five Business Days.”
notwithstanding
Despite; regardless of.
“Notwithstanding Clause 4, the Buyer may withdraw.”
provided that
Introduces a condition or exception (proviso).
“The Tenant may sublet, provided that the Landlord consents.”