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Seminar Topical Research Guides: Contract Drafting

CONTRACT DRAFTING BOOKS

Below is a short list of print resources in the Law Library collection related to contract drafting.  You can search for other topically relevant books in the library catalog by using subject headings such as: Contracts-United States-Language and Legal Composition.

A Manual of Style for Contract Drafting
A Manual of Style for Contract Drafting is an in-depth survey of the building blocks of contract language.  The treatise focuses on how to express contract terms in language that is free of ambiguities and other problems.  It offers examples and analysis of sample terminology.

Contract Drafting: Powerful Prose in Transactional Practice‚Äč
Through fourteen lessons, Contract Drafting provides an introduction to the substantive areas addressed in transactional documents and instruction on drafting topics that include avoiding ambiguity and proper word selection.

Corbin on Contracts
Corbin on Contracts is a 15-volume treatise that provides an exhaustive analysis of the rules of contract law, including exceptions and variations.  This resource is also available on Lexis Advance.

WEB RESOURCES

CALI Contract Drafting Lessons
CALI has a number of lessons related to contract drafting, including Drafting Contracts Using “Shall', “May” and “Must,” Drafting with “And” and “Or,” and Contract Drafting: The Sale of Goods.  Information on accessing CALI lessons is available here (ASURITE ID required).

Adams on Contract Drafting
This blog from Ken Adams, a practicing attorney and the author of A Manual of Style for Contract Drafting, provides opinion and analysis on topics related to contract drafting.

DATABASES

Bloomberg Law Resources (Bloomberg Law password required)
Transactional Intelligence Center
Bloomberg Law’s Transactional Law Resources include documents and clauses used in real legal transactions, document descriptions, and drafting guides. Resources can be both searched and browsed.

  • Transactional Precedent Search (formerly DealMaker Documents and Clauses)
    Over 800,000 agreements that were used by practitioners in real transactions; documents are sourced from the Security and Exchange Commission’s (SEC) EDGAR database.
  • Sample Agreements
    Bloomberg Law offers nearly 200 sample (model) agreements, many with explanatory annotations. 
  • Drafting Guides
    Bloomberg's drafting guides provide guidance on how to draft specific types of legal documents. 
  • Draft Analyzer

    Draft Analyzer is a tool that allows you to compare your drafted transactional document's language against EDGAR exhibits to determine market standard language. The system matches your text to similar templates representing consensus drafting from EDGAR. The Bloomberg system categorizes each paragraph based on textual similarity and constructs one or more unified versions (“consensus templates”) for each identified cluster of similarly worded paragraphs. It also identifies and quantifies areas of linguistic variance and displays the most common alternative words or phrases used in its source paragraphs.

Lexis Advance Resources (Lexis Advance password required)
Lexis Practice Advisor 
Lexis Practice Advisor contains resources focused on transaction law including annotated forms, practitioner insights, and drafting guidance.  Resources are organized by eleven practice areas.

  • Forms 
    Forms are sample contracts, agreements, and precedents that provide examples of  complete transactional legal documents. The Forms database provides access to forms authored by Lexis Practice Advisor (LPA) authors, briefs/pleadings/motions filed in court, and official forms from federal and state government offices.
  • Practice Notes

    Practice Notes provides document overviews, drafting notes, and checklists offering step by step, how-to guidance to assist in drafting legal documents. The overview provides a brief summary written in plain English with background information on the task and potential issues pertaining to the selected task. 

Westlaw Resources (Westlaw password required)
Practical Law Center 
The Practical Law Center focuses on transactional law resources.  Content includes how-to guides and explanations of current law and practice, example/”standard” documents and clauses with drafting notes, practitioner-written articles, and legal updates. 

  • Standard Documents and Standard Clauses
    Standard documents and clauses are sample contracts and contractual clauses that provide practical drafting and negotiating guidance; the forms and clauses can be downloaded and saved in Word for easy editing.
  • Practice Notes
    Practice notes are a nuts and bolts guide to an area of law. They provide a concise but thorough overview of specific legal matters and provide references to related materials.

Sample Agreements
Over a million executed business agreements with clauses and provisions drafted by attorneys; documents are sourced from the SEC’s EDGAR database.

Form Finder
Forms by state, by topic, or by publication.

Drafting Assistant
Drafting Assistant is a tool that provides support in drafting and reviewing documents. After uploading your written work, the assistant enables you to update your document with KeyCite flags, hyperlink citations, proper citation formatting, and a table of authorities.