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Do you make these mistakes in contract drafting?

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    Staff Writer


Drafting contracts is a fine art that requires attention to both legal detail and the mechanics of document creation. Even seasoned professionals can fall prey to simple errors that, while seemingly minor, can lead to significant misunderstandings or legal challenges down the line. Here are ten common mechanical mistakes in contract drafting that every legal professional should be vigilant about:

Undefined or Unused Definitions

One of the most common slip-ups is using terms that are either not defined in the contract or defining terms that are never actually used.

Bracketed Text Left Behind

Often, drafters use [brackets] to note placeholders, optional phrases, or sections that need further review. A major yet frequent oversight is leaving these brackets in the final version of the document which can lead to ambiguity and confusion.

Copy-and-Paste Errors

Copying text from other documents can save time; however, failing to adapt the pasted text can lead to inconsistent terminology, formatting, or even contradicting clauses. Most embarrassing is leaving another client's name, address, or details in a repurposed document.

Formatting Faux Pas

Inconsistent formatting might not just distract but also impact the interpretability of a contract. Consistency in headings, font styles, and sizes is crucial for clarity and professionalism.

Incorrect Cross-References

As contracts evolve, their structure can change. If cross-references are not updated accordingly, this can lead to references that point to the wrong clauses or appendices, potentially altering the contract's intended meaning.

Version Control Neglect

In the rush to meet deadlines, it’s easy to lose track of the most current draft. Always include version numbers and dates on drafts to avoid this pitfall — or use a tool that manages revisions for you.

Alignment and Indentation Issues

Poor alignment and indentation can disrupt the reading flow and make the contract harder to understand. Each level of a contract should be clearly distinguishable from others.

Inconsistent Terminology

Using different terms for the same concept can confuse all parties and complicate legal interpretations. Consistency is key.

Mixed-up Math

How much is "one million seven thousand dollars ($1,700,000)"? It depends if you're paying or collecting. (The court said the words prevailed, though the digits had been the intention.) It's even worse when there's actual math; the components of this loan payment (principal, rate, term, etc.) may be scattered throughout the contract or even appear in multiple places.

Forgotten Footnotes and Endnotes

Just like bracketed text, footnotes and endnotes can be overlooked. Ensure these are either properly integrated into the text or removed before finalizing the document.

Avoiding these errors requires a meticulous approach to contract drafting. AllDrafts reads your document as you create it and calls out many of these errors. You can quickly scan the Defined Terms list for terms that appear zero times, or which are used but never defined; bracketed text is automatically highlighted in blue so it stands out during your review; every number and date is called out for review; math formulas are constantly recalculated; formatting and numbering are handled automatically, and cross-references update dynamically.

Lawyers are ultimately responsible to get it right, but the right tool can make that document review more pleasure than pain.