LawProse Lesson #157: An Immediate Improvement for Contracts
What’s the easiest way to improve most transactional drafting? Rigorously impose a consistent numbering system, create more headings, and banish romanettes. Use a cascading left-hand indent. Ideally, the numbering has four levels of breakdown. That’s all you’ll normally need: Imposing this format on existing documents has several advantages. First, you’ll discover many needless inconsistencies in the documents you’ve inherited. Fixing those may well avoid some needless litigation. Second, you’ll flush out some problems of illogical organization — misplaced items that need to be moved. Third, you’ll be taking true ownership of the document as a starting point for revamping the contents. Fourth, you’ll be creating a document that your readers can much more easily read and browse through. It shows an orderly mind at work. Fifth, you’ll be making everything easily citable. (Trust me: a reference to § 5.1(C)(2)(a) is much easier to understand than one to § 18.104.22.168.1!) There’s simply no reason for you to have documents with five or six different numbering schemes. It means you’re not adept at using any of them. And it makes finding information in a document like climbing stairs to nowhere. Think of Ben Hogan, the golf great who in 1952 wrote Five Lessons: The Modern Fundamentals of Golf. He talked about developing a “repeating swing” that would lead to greater consistency in one’s golf game. Repetitive motion is something that any performer must master. The same is true of legal drafters: you need a logical, repeating numbering system. If you want to see my recommended format at work, see The Rules of Golf in Plain English, which I coauthored with Jeff Kuhn (3d ed. 2012). The numbering system alone accounts for many gains in clarity and organization in that unusually complicated set of rules. The system here outlined, which I started using in 1991, works for wills, trusts, bylaws, licensing agreements, ordinances, municipal bonds, statutes, rules, regulations, securities-disclosure documents, leases, and all similar documents. Try it. Make it your habit. You’ll be surprised by how well it works. Further reading: The Redbook: A Manual on Legal Style § 25, at 519-37 (3d ed. 2013). Legal Writing in Plain English 226-40 (2d ed. 2013).