Guidelines for Drafting and Editing Contracts

Bryan A. Garner, Southern Methodist University School of Law

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Table of Contents

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Advance Praise for Garner’s Guidelines for Drafting and Editing Contracts

“More than a style guide, this book gets at core issues in contract drafting, helping you say what you mean—clearly, directly, and helpfully. Garner’s principles strip away the clutter and help the key points shine through. This is essential reading for any lawyer who writes.”
—Kent Walker, Chief Legal Officer, Google

“If the definition of genius is taking the complex and making it simple, Garner is the Einstein of legal writing. His plain-English approach to contract drafting is a reminder that too often our profession has it backward—putting archaic jargon and tortured syntax over comprehension and readability. Even the most experienced attorney can learn something from the simple, yet never simplistic, principles of this illuminating new guide.”
—Bradley J. Butwin, Chair, O’Melveny & Myers LLP, New York

“Bryan Garner is on a mission: Garner’s Guidelines for Drafting and Editing Contracts seeks to effect a revolution in transactional drafting. He urges a move away from rote replication of past ‘models,’ to a considered, practical approach guided by a desire to communicate effectively and avoid costly litigation. Like Garner’s previous work, the book is an engaging read, full of helpful examples, and an essential resource for anyone who values clarity of written expression.”
—Philip M. Genty, Everett B. Birch Innovative Teaching Clinical Professor in Professional Responsibility, Columbia Law School, New York

“I attended Bryan Garner’s daylong course on advanced legal drafting in the spring of 2002. It’s no exaggeration to say that that course changed my entire practice. Not a day goes by that I don’t apply the principles I learned then. And I’ve read the course manual to tatters. Now comes Garner’s Guidelines for Drafting and Editing Contracts. It’s the book I’ve wanted for years. It’s the book the legal professional has needed for decades.”
—William M. Klimon, Member, Caplin & Drysdale, Chartered, Washington, D.C.

“At last, a book from Garner on writing contracts. From all evidence, drafting is a subject neglected in law schools and a craft never learned by most lawyers. Here, Garner offers the course and instruction the profession sorely needs. He does for the drafter what he did for the advocate in The Winning Brief: with a multitude of compelling illustrations, he offers lawyers comprehensive, start-to-finish advice on producing better work product for clients. Every lawyer—including litigators and trial lawyers—can learn a lot from these pages.”
—Randall Tietjen, Partner, Robins Kaplan LLP, Minneapolis

“This is the only book on contract drafting you will ever need. A world-class expert in the language of the law himself, Bryan Garner has read everything anyone else has ever written on contract drafting, assembled all the good ideas in one place, and presented them in an organized fashion. Garner provides numerous examples showing how actual contract provisions can be made clearer and more concise and has enriched the book with scores of quotations from leading experts.
“Garner persuasively redirects drafters from the dusty cowpaths seldom encountered outside of contracts on to a fresh, crisp, and direct road easy for lawyer and layperson alike to follow and understand.”
—George Davidson, Senior Counsel, Hughes Hubbard & Reed LLP, New York

“Bryan Garner, more than anyone else, has taught me that just because you’re writing a legal instrument you don’t have to talk funny. Here his very first section shows a compelling combination of this lesson with the myriad practical concerns that guide the lawyer toward sound substance as well as clear expression. Know the business. Understand trade practices. Strive for a deal that works for both parties. This is must reading.”
—Edward H. Cooper, Thomas M. Cooley Professor of Law Emeritus, The University of Michigan Law School, Ann Arbor

“Bryan Garner knows his stuff. And he shares it in this book. His advice runs the gamut: from plain-English directives to drafting techniques, usage, and formatting, Garner’s Guidelines for Drafting and Editing Contracts delivers the goods. If you fol- low his advice, you’ll write better contracts, negotiate better deals, and maybe—just maybe—the world will be a better place.”
—David Pendarvis, Global General Counsel, ResMed Inc., San Diego

“Kudos to Bryan Garner for this book. It is thoughtful, practical, witty, and highly accessible. The many ‘Not This/But This’ comparisons are a treasure. Garner’s Guidelines for Drafting and Editing Contracts will occupy a central place on my credenza, next to Garner’s other excellent guides.”
—Henry Morris Jr., Partner, Arent Fox LLP, Washington, D.C.

“Bryan Garner reminds us once again that good grammar is not simply an aesthetic but a legal virtue that every lawyer should practice—and every client should treasure. Ludwig Wittgenstein famously wrote that ‘philosophical problems arise when language goes on holiday.’ So too do legal problems.”
—Roger Pilon, B. Kenneth Simon Chair in Constitutional Studies, Cato Institute, Washington, D.C.

“Drafting contracts is an art that is difficult to master and even more challenging to teach. Garner’s Guidelines for Drafting and Editing Contracts is the best guide I have seen. The blackletter approach and the before-and-after examples provide a gateway to mastering this exacting skill. It is a must read!”
—Robert C. Berring, Walter Perry Johnson Professor of Law Emeritus, University of California at Berkeley School of Law

“Much as he has so skillfully done for courtroom advocacy, Bryan Garner invokes his formidable expertise in language and writing—dispensed with wit, humor, logic, and helpful illustration—to bring clarity and common sense to contract drafting. As a trial lawyer, I find this call to my transactional peers particularly compelling: Garner’s blueprints promise more effective and efficient contract enforcement.”
—Luke L. Dauchot, Partner, Kirkland & Ellis LLP, Chicago

“Private contracts can invite sloppy drafting. Unlike statutes, which are public, and legal briefs, which are publicly available, contracts are the exclusive province of parties and their lawyers, who often recycle ancient legal forms. But if a disagreement arises, they must argue before a judge over what they meant—and at least one side ends up losing. Garner explains how to draft a clear, meaningful agreement that will capture the parties’ intent, anticipate potential disagreements up front, and avoid the need for after-the-fact interpretation.”
—Brian Melendez, Partner, Barnes & Thornburg LLP, Minneapolis

“Multiple coats of paint on a door, as Bryan Garner reminds us in his new book on contract drafting, make the door harder to open. And with this new book, he does what he has done for thousands of brief-writing lawyers—teach them how to peel the unnecessary from their writing, leaving it shorter and simpler, and with the door to understanding much easier to open.”
—E. King Poor, Partner, Quarles & Brady LLP, Chicago

“As someone who litigates contracts, I have a request: Don’t buy this book. Half the cases I’ve handled in the last 15 years would not have existed had the parties used the lessons that Bryan Garner lays out. When lawyers apply rigorous technique—and stop relying on cluttered forms and half-baked history—contracts work as designed. For transaction lawyers, this book is the best business-development investment you will make this year.”
—Paul J. Kiernan, Partner, Holland & Knight LLP, Washington, D.C.

“All successful negotiations end in agreements, which require precision. In this seminal text, Bryan Garner demonstrates how agreements should be written and read. It’s an indispensable toolkit for drafting effectively. A practitioner who absorbs the knowledge contained in this book will help clients achieve confidence about their future dealings. The book is essential not just for transactional lawyers—but for all lawyers.”
—Eric O. English, Managing Partner, Resolution Strategies LLP, Portland, Oregon

“This superb drafting guide should be required reading for transactional lawyers. It is much more than a technical manual on syntax and style—its strategic approach to drafting will make the reader a better lawyer, not just a superior drafter. Despite the complex and detailed subject matter, Garner’s engaging, conversational tone makes the material easy to assimilate. His frequent ‘Not this/But this’ illustrations highlight the lessons set out in the text. Garner’s goal is to help the reader better serve the client while maintaining a good relationship with opposing counsel. Ignore his advice at your own risk!”
—David Simon Sokolow, Distinguished Senior Lecturer, The University of Texas School of Law, Austin