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