This is the first post in a series on Contract Drafting, which I believe in and am trying to make as persuasive as I can to be taken by everyone as learning material on contract drafting in context of India and laws applicable in India.
If you are a practicing litigation lawyer, you will understand that drafting a contract, especially for an individual Indian client, is not an easy task. First and foremost, such a client likely thinks that you are copying the text from so many publicly available templates. Second, they strongly believe that they could have done the task better than you, if they were themselves a lawyer. If you are the one [the lawyer to whom I am writing to] who agrees with above, the following article is for you. Rest of you obviously know better than me. So, may be, you can correct me through your enlightening comments. Let me know if you felt that the preceding sentence reflects my ego or if it has effectively reflected my humble request to you and encouraged you to write comments that will be sincerely be enlightening for me.
So you, the person, my beloved reader, who agrees with me about the client’s view, and you so agree because you know that there is some truth in such statements. But [Oh!, You prefer “Having said that” instead of “But”], you being a learned gentleman having profound knowledge of law does not agree with such client, because you have the license to practice law and the client, poor or otherwise, is just behaving like a client – a person claiming to know better than you only because you are being paid by that client. Yes, I understand your pain. The same pain that you have hidden beneath so many layers [Do you prefer to add a “i.e.” here, i.e., between the words “layers” and “formed”] formed of guilt, ignorance, arrogance and what not. If you are willing to make the situation better and wished so desperately for the client to see your point of view, you should stop reading this article NOW for next 2 Minutes.
Have You stopped? Stop now, please, for next 2 minutes, and use a watch.
Thank you for hearing and acting on my recommendation to stop. If you have not done so yet, please do, else continue, because I understand your arrogance which requires you to continue. I understand, as I am like you – an arrogant lawyer.
The suggestion to stop was only to make you understand that a lawyer – who wants to understand “how to draft a contract” or “how to draft any legal document” – should be humble enough to accept advice of others, before the lawyer can become qualified enough to advise others. Do you see the two words underlined above? Do you remember going past them? I mean you, if you ignored, before I specifically asked you to stop, and thought that they have been underlined only because I thought that this will be a fancy thing to do, and I have no purpose behind writing these two words as underlined. However, if you took time to see them as underlined words and thought that I am trying to tell you that they are important, you are right and have saved me embarrassment. “Embarrassment”, you are now thinking why I would have felt embarrassed.
I will explain “my embarrassment” in next paragraph. But, coming back to the two underlined words, I did underlined them, because: (1) while writing this article [please observe how I was thinking on writing the two words to attract your attention], I wanted to write about the underlined words (I did in this paragraph, hmmm…); and, because (2) those two words are “action words”, i.e., “verbs”, which demand some action from you. So, now you know what such words can do and why I underlined them, because I wanted to talk to you through this article – ‘my purpose’ behind writing this article – by using the ‘action words’ directed at you to comply with.
I will explain now, why I would have felt embarrassed, if you did not notice those two underlined words.
Simple, if you failed to understand my intention it would have meant that my writing is not compelling enough to attract my reader’s attention. Please take special note that if you first failed to understand my true purpose in writing this article, my intention is not to hurt your big ego, but to point out to you that you are a poor lawyer, because you do not read. If you read, and if you also know ‘how to read well’, you have won half the battle [to learn contract drafting]; because, then it will be fairly easy for you to write the contracts using the knowledge gained by reading.
But, if you do not know how to read, as I have pointed out above, it is important that you start now and improve your present reading habit. Please feel no guilt, because it is conversely true that sometimes writers fail to clearly express, if their reader fails to understand the written words. I fear that I am in a category of such writers too. Only you can prove otherwise.
So, now, I am of firm opinion that you will truly understand, why a chid is taught to read first and to write later.
Henceforth, make a firm conviction or a promise [not meant to be broken] to yourself that you will make a habit to read something at least one hour a day, everyday. I will ask you not to include the legal memos, notices, plaints and rejoinders, to your reading list. Because, if you do, you are prone to learn more mistakes of other lawyers.
I hope you enjoyed my writing and will like to see more to come from me. I will write, if you promise to get engaged with me and be my guide as well. So, help us god. I intend to write more, with your blessings of course.