Cynthia Adams Indiana University Robert H. McKinney School of Law Western Regional Legal Writing Conference Eugene, Oregon August 11, 2012.

Cynthia Adams

Indiana University Robert H. McKinney School of Law

Western Regional Legal Writing Conference

Eugene, Oregon

August 11, 2012

Mastering the Contract Narrative

Contract drafting is a process by which wordsmiths create a mystical document of labyrinthine passages, replete with magical words and shadowy law.

Really?

A contract drafter shapes the narrative

of the parties’ relationship.

A great writer is an invisible intermediary

betweenthe source and the

audience.

Know what is at stake

Follow a clear, logical progression

Be natural in your prose

Avoid clichés

Be concise

The Polestars for Writing Great Narrative

The Wisdom of the Five “W’s”

• Who?

• What?

• Where?

• When?

• Why?

ContractBeginning

Middle

End

Beginning

Middle

End

StructureBook

Title • Communicates the core idea of the writing

Introduces the key actor(s) • Names • Relevant description

When

Where

Why

The BeginningPurpose: Sets the stage for the action to come; the actors decide to act.

The Middle

Establish the relationship

Primary details • term of the contract • monetary

Secondary details, e.g. • representations • warranties/disclaimers • shipments, inspections, marketing, benefits

Purpose: The action.

The End

Alternative endings - what happens if there is • a satisfactory ending • an unhappy ending • change (e.g., misfortune, disaster)

Wrapping up the “loose ends”

Signatures

Purpose: The consequences of the action.

The Keys to Developing Narrative Skills

Read

Write

The End