A Manual of Style for Contract Drafting, Fifth Edition Secures Reputation as a “Classic” in Legal Publishing

3 Min Read By: Rick Paszkiet

The American Bar Association Business Law Section is proud of its library of quality legal titles that serve the business law community. However, there are a handful of BLS titles that are true “classics”—that is, they are the go-to sources for the legal practitioner; they strengthen their branding with each new edition; and they sell in the thousands.

A prime example of a “classic” is A Manual of Style for Contract Drafting, Fifth Edition by Kenneth A. Adams.

“The fifth edition was published in February 2023,” said Collin Cooper, chair of the BLS Publications Board. “Sales usually drop off with each new edition of a legal text, yet with each new edition of MSCD, its sales have exceeded sales of the previous edition. Based on the first three months, it looks like that will apply to the fifth edition, too.”

There is a simple reason for the book’s success: Each new edition has been a worthy upgrade.

“The fifth edition, weighing in at 667 pages, contains 70 pages of new material, and the rest of the text reflects many adjustments,” said Cooper. “Ken remains without equal as an authority on the building blocks of contract language. No one writes on his subject as extensively or with as much originality and scholarship.”

To understand the value of this book, featured below is the section on the words “setoff” and “offset.” This brand-new content explains why readers eagerly anticipate the publication of a new Manual of Style edition.



13.763 The nouns setoff and offset mean the same thing; so do the corresponding verbs. Pick whichever noun you prefer and stick with it, be consistent in how you spell it, and use the corresponding verb.

13.764 Black’s Law Dictionary gives as a definition of the noun setoff “A debtor’s right to reduce the amount of a debt by any sum the creditor owes the debtor; the counterbalancing sum owed by the creditor.” It’s easy to find the variant spellings set-off and set off, but use setoff.

13.765 The noun offset is used in the United States to mean the same thing. Garner’s Dictionary of Legal Usage, at 631, says the noun offset “is perfectly acceptable in American legal writing.” See, e.g., Citizens Bank of Maryland v. Strumpf, 516 U.S. 16, 18 (1995) (“The right of setoff (also called ‘offset’) allows entities that owe each other money to apply their mutual debts against each other … .”).

13.766 Garner’s Dictionary of Legal Usage, at 812, says the verb form of setoff “is written as two words—e.g.: ‘on the other hand, a subsequent agreement between the parties to set-off [read set off] a claim of the buyer in satisfaction of part of the purchase price may satisfy the statute.’”

13.767 Regarding use of offset as a verb, Garner’s Dictionary of Legal Usage, at 631, waffles in saying that it “might be considered inferior to set off, although it cannot rightly be condemned as an error.” An example offered in Garner’s Dictionary of Legal Usage is “The division of property was, or will be, approximately equal and the two amounts would offset each other.” Welsh v. Welsh, 869 S.W.2d 802 (Mo. Ct. App. 1994). If the noun offset is acceptable in the United States, it would be precious to object to the verb offset. Searches of to set off and to offset on the U.S. Securities and Exchange Commission’s EDGAR system suggest that the verbs set off and offset are used about as often.

By: Rick Paszkiet


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