教你五十招写好合同英文版（二）
Write for the Judge and Jury31. Assume the reader is a knowledgeable layman. If your writing is so
clear that a layman could understand it, then it is less likely it will end up
in court.
32. Define a word by capitalizing it and putting it in quotes. Capitalizing
a word indicates that you intend it to have a special meaning. The following are
two sample clauses for defining terms:
Wherever used in this contract, the word "Goods" shall mean the goods that
Buyer has agreed to purchase from Seller under this contract.
Buyer hereby agrees to purchase from Seller ten (10) frying pans,
hereinafter called the "Goods."
33. Define words when first used. Instead of writing a section of
definitions at the beginning or end of a contract, consider defining terms and
concepts as they first appear in the contract. This will make it easier for the
reader to follow.
34. Explain technical terms and concepts. Remember that the parties might
understand technical jargon, but the judge and jury who interpret and apply the
contract do not. Therefore, explain the contract's terms and concepts within the
contract itself. Let the contract speak for itself from within its four
corners.
Keep Your Client Informed While You Write
35. All contracts should come with a cover letter. This gives you a place
to instruct your client on how to use and sign the contract.
36. Tell your client the ideas that come as you write. Many ideas will
occur to you as you write: things that could go wrong with the deal, things that
might happen in the future, things that happened in the past, ways to structure
things better. Write these in your letter to the client.
37. Inform your client of the risks. Writing a letter to the client as you
write the contract is the perfect way to inform the client of the risks and
rewards of entering into the contract. Frequently, problems do not become
apparent until time is spent trying to word a contract.
What To Do After the First Draft Is Written
38. Check spelling, paragraph numbering, and cross references both manually
and with your word processor's spelling and grammar checker. This almost goes
without saying today, especially since Microsoft Word now checks your spelling
and grammar as you type. (Unfortunately it also changes "per stirps" to "per
stupid" if you fail to watch it closely.) And now there are even computer
programs that check contract documents for undefined terms. DealProof is
packaged with Corel WordPerfect for law offices, and DocProofReader is available
for download for MS Word 97 and 2000.
39. Let your secretary or paralegal read it. Not only will your staff
frequently find spelling and grammar errors missed by your word processor's
spell checker, but they will find inconsistencies and confusing areas that you
missed when drafting.
40. Stamp "Draft #1 6/22/2000" on it. This may be the first of many drafts,
so avoid confusion early by numbering and dating all drafts at the top of the
first page. It is also a good idea to write "DRAFT" across the face of each page
to preclude the possibility of an impatient client signing a draft rather than
waiting for the final version.
41. Let your client read it. Letting the client in on reading the first
draft assures that your drafting will stay in tune with the client's wishes.
42. Save the drafts as multiple files on your computer. If you save the
first draft on your computer as two files, you will have one file identified as
the first draft and the other identified as the current version. This can be
done by naming the current version "contract" and the first draft as
"contract.d1." Then, subsequent versions can be named "contract.d2",
"contract.d3," etc., where the "d" in the extension indicates draft. (Of course,
if you're not using WordPerfect 5.1 for DOS, as I do, you can use long file
names to show the contract name, draft number and draft date, such as "Contract
Smith Jones draft 2 dated 6 22 2000.")
43. Compare the current version to prior versions. If you save draft
versions, it is very easy to compare one version to another using the word
processor's compare feature or using the CompareRite computer program. When you
compare "contract.d1" to "contract.d2", save the comparison as "contract.c21"
and print it to show the client what changes were made.
How to Print and Sign the Final Draft
44. Print the contract on 24 pound bond paper instead of 20 pound copier
paper. Using a heavy bond paper will make it easy to tell the original contract
from copies. It will also last longer.
45. Print on pages using the same paper, and if pages are changed, reprint
the document using the same paper. This will avoid an argument that pages were
substituted after the contract was signed.
46. Sign the contract in blue ink, not black ink. This, too, will make it
easier to differentiate the signed original contract from photocopies.
47. Initial every page of the contract. Having each party initial each page
of the contract will make it less likely that anyone could claim a page was
changed after the contract was signed.
48. Identify the parties and witnesses who sign by providing blank lines
below their signature lines for their printed names and addresses. This will
make it easier to find the witnesses if the contract is contested. And remember
to include two witnesses for commercial leases.
49. Be sure that corporate officers include their titles, the corporation
name and the word "as." Failure to do this can result in personal liability of
the officer. The proper way to sign in a representative capacity is as
follows:
ABC Corporation, a Florida corporation
By:____________________________________
John Jones, as its President
50. Add a notary clause that complies with the notary law. The notary
acknowledgement in Appendix B is such a clause.
Concluding Advice
If these 50 tips don't keep your contracts out of court, try mastering
Strunk & White's Elements of Style*. I hear it's real handy in appellate
work.
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