One of the ABA Business Law Section’s most prized publications is A Manual of Style for Contract Drafting, by Ken Adams. It was published in 2004, and it’s now in its fourth edition. It has accomplished a feat rare in legal publishing—each new edition has proven even more popular than the previous edition.
Although we have no meaningful milestone or anniversary to commemorate, we thought it appropriate to check in with Ken to see how he feels about his magnum opus. Here’s what he had to say:
What, is it Happy 16th Birthday to A Manual of Style for Contract Drafting or something? Whatever prompted your inquiry, I’m always happy to ruminate about MSCD. Here goes:
It’s Big. I started my work on contract language over 20 years ago, with the aim of figuring out what works and what doesn’t work. And I’ve been at it ever since. But when your focus is on slowly fitting one brick of analysis next to another, your perspective is narrow; step back a bit and you might realize, to your surprise, that you’ve built an edifice. That’s how I felt when I got my hands on the fourth edition.
It’s Comprehensive. Over the years I’ve refined and expanded analysis of lots of topics and added some new ones. We’re almost at the stage where in response to pretty much any question about a word or phrase commonly used in contracts, I can say, it’s in MSCD. But I routinely surprise myself by finding new and different things to write about. My 2019 article in The Business Lawyer on efforts provisions (here) will allow me to add new material to the chapter on that topic. And to choose just the most recent example, my post on the phrase hereby instructs (here) means that a section on that will appear in chapter 3 (Categories of Contract Language).
It’s Popular. People all over the world tell me they consult MSCD routinely in their daily work. That’s gratifying to hear. And heck, for a few years now I’ve been able to say that MSCD has sold tens of thousands of copies. Please have someone at the ABA tell me, in thirty years or so, when I can start saying it’s sold hundreds of thousands of copies!
It’s Leading to Change—Slowly. If you were to skim a random sample of contracts, you’d be hard pressed to find any sign that drafters are following MSCD’s recommendations. That prompted someone to suggest, in a comment on my blog, that MSCD has “failed.” (See this 2017 post.) They’re mistaken. People purchased those tens of thousands of copies for a reason. And there’s all the anecdotal evidence I hear. But beyond that, anyone expecting MSCD to prompt wholesale change in contract drafting doesn’t understand how the system works. Contracts have long been drafted by copy-and-pasting from precedent contracts. MSCD by itself isn’t going to change that. MSCD helps people become better informed consumers of contract language. Even in a copy-and-paste world, that helps people save time and money and steer clear of trouble.
MSCD Is Necessary for Major Change, But Not Sufficient. I wrote MSCD because I thought we won’t be able to turn contract drafting into a commodity task without a set of guidelines for clear contract language. We now have those guidelines, so over the past ten years I’ve sporadically looked for a way to give those who work with contracts an alternative to riding the copy-and-paste train, namely an automated library of customizable commercial contracts. The challenges facing such an initiative are old-fashioned: instead of requiring gee-whiz technology, it would require expertise, publishing, and imaginative marketing. But I’m confident that before too long I’ll be able to put MSCD guidelines to use for the purpose I originally had in mind.
A Fifth Edition Is Coming, But Not Soon. The fourth edition was published in 2017. I’m in no rush to replace it. The fifth edition will continue the process of refining and expanding, but you’ll have to wait a good while. A more pressing need is the boiled-down version of MSCD, called Drafting Clearer Contracts: A Concise Style Guide for Organizations—I’d like it to come out sometime in 2021. I originally thought that MSCD would be a style guide, but it has long been way too big to serve that function.
It’s Been a Blast. Writing MSCD has been the intellectual adventure of a lifetime. I feel very fortunate.
We already know that in this review the Law Society Gazette (published by the Law Society of England and Wales) said that the fourth edition of A Manual of Style for Contract Drafting is “extraordinary,” but we wanted to hear some feedback from readers. Here’s what Ken has seen recently in posts and messages on LinkedIn.
Last week, I recommended A Manual of Style of Contract Drafting to a co-worker. She followed up today with a reply that made my week, “[My manager] ordered one and was going to drop it off at my house, but he loved it so much he didn’t want to share. He ordered me my own copy, arriving tomorrow.” Now that is leadership.
Ken Adams is someone I’ve been reading since law school. (If you draft contracts for a living, get a copy of A Manual of Style for Contract Drafting.)
I’ve just purchased your book and I’m finding it a very useful reference tool.
Ken, I recently picked up your book and wanted to let you know that I’m enjoying it! I have found it and your blog very useful in my practice. Thanks!
I joined the group after reading your manual which should be mandatory reading for all corporate lawyers.
If you work in contracts, Ken’s book is essential.
For information about Ken’s activities, go to www.adamsdrafting.com. That’s where you’ll find his blog, as well as information about his new online course, Drafting Clearer Contracts: Masterclass. It’s built around eight live hour-long sessions held once a week and supplemented by reading, quizzes, and short assignments. It’s offered to individuals and to organizations; the course home page is here. Besides his writing and training, Ken is chief content officer of LegalSifter, an artificial-intelligence company that helps with review of draft contracts. You can reach Ken at [email protected] and [email protected].