Drafting Traps

Two corporate partners recently told me about a dispute they’ve been having for years: Does the “days” in “30 days’ notice” take an apostrophe?

It does, by the way!

Most corporate partners do agree on a broader point: Transactional attorneys make predictable drafting errors.

Here are a few of my favorite tips:

  1. Use the serial comma before the last item in a series: “red, white, and blue.”
  2. Use “because” for cause and effect; use “since” for time.
  3. Avoid “and/or.”
  4. Use “shall” for affirmative duties—not to indicate what the parties should not (or will not) do.
  5. Avoid “provided, however, that.” While you’re at it, avoid “provided that.”
  6. Avoid embedding covenants or agreements within definitions.
  7. When possible, group duties by party, chronologically, or in descending order of importance.

Order Point Made

Order Point Taken

Order Deal Struck