End the Clause Quicker
When I first started drafting contracts, I never paid attention to when clauses would begin and end.
I’d type and type, cramming lots of related concepts into the same paragraph.
Big chunks of unbroken exhausting text.
Everything about indemnification, crammed into 1 paragraph, oozing over half a page.
Everything about limitations of liability, shoved into 1 big blocky capitalized mess.
Mistake!
When you draft a long bloated paragraph, more things can go wrong:
• It’s tough to keep a fair and mutual perspective. You’ll gravitate towards thinking only of your own interests, which ignores the counterparty’s perspective and leads to more redlines.
• You’ll tend to repeat yourself. This makes the clause seem heavy-handed. If you tell the counterparty once that you’ll have no liability, they’ll redline it. But if you tell them in 3 different ways that you’ll have no liability, they’ll feel bullied and will intensify their redlining to push back.
• Whoever reviews your contract will add substantive redlines, but they’ll also battle against the messy format, which leads to stylistic and formatting redlines and changes to defined terms. (And worst of all, they might even redline in a new subsection and screw up your autonumbering.)
So cramming multiple concepts into 1 paragraph isn’t great.
That’s why this drafting technique helps:
End the clause quicker.
As you’re drafting, always be asking: how can I end this clause quicker?
When you can, hit ENTER and start a new paragraph.
When you try to end your clauses quicker, you unlock a few benefits:
✔ Shorter clauses and paragraphs!
Most people redline as they read. If they read to the end of a paragraph without redlining it, they're probably not going back just to redline. The shorter the clause, the sooner they can move on to the next one.
✔ More section headers!
When you end a paragraph, you get to start a new one. This gives you a chance to use a section header. Section headers are great because they let you preview the clause for your counterparty and convince them that they don’t need to redline the clause. Think about section headers with the word “mutual.”
✔ More white space!
Everybody makes fun of “walls of legalese” - those big chunks of text that take up half the page. They tell a reviewer that you’re so worried about something that you really want to protect yourself. And how do reviewers react to that? Redlines!
On the other hand, when you end clauses quicker, you create more paragraphs, which means more white space! This not only makes your contact more readable, but it eliminates walls of legalese that invite redlines.
Conclusion
So if you're drafting a clause that's running on for a few lines, smash that ENTER key, start a new paragraph, and add a helpful section header.
What are your favorite drafting techniques to avoid redlines?
I’d type and type, cramming lots of related concepts into the same paragraph.
Big chunks of unbroken exhausting text.
Everything about indemnification, crammed into 1 paragraph, oozing over half a page.
Everything about limitations of liability, shoved into 1 big blocky capitalized mess.
Mistake!
When you draft a long bloated paragraph, more things can go wrong:
• It’s tough to keep a fair and mutual perspective. You’ll gravitate towards thinking only of your own interests, which ignores the counterparty’s perspective and leads to more redlines.
• You’ll tend to repeat yourself. This makes the clause seem heavy-handed. If you tell the counterparty once that you’ll have no liability, they’ll redline it. But if you tell them in 3 different ways that you’ll have no liability, they’ll feel bullied and will intensify their redlining to push back.
• Whoever reviews your contract will add substantive redlines, but they’ll also battle against the messy format, which leads to stylistic and formatting redlines and changes to defined terms. (And worst of all, they might even redline in a new subsection and screw up your autonumbering.)
So cramming multiple concepts into 1 paragraph isn’t great.
That’s why this drafting technique helps:
End the clause quicker.
As you’re drafting, always be asking: how can I end this clause quicker?
When you can, hit ENTER and start a new paragraph.
When you try to end your clauses quicker, you unlock a few benefits:
✔ Shorter clauses and paragraphs!
Most people redline as they read. If they read to the end of a paragraph without redlining it, they're probably not going back just to redline. The shorter the clause, the sooner they can move on to the next one.
✔ More section headers!
When you end a paragraph, you get to start a new one. This gives you a chance to use a section header. Section headers are great because they let you preview the clause for your counterparty and convince them that they don’t need to redline the clause. Think about section headers with the word “mutual.”
✔ More white space!
Everybody makes fun of “walls of legalese” - those big chunks of text that take up half the page. They tell a reviewer that you’re so worried about something that you really want to protect yourself. And how do reviewers react to that? Redlines!
On the other hand, when you end clauses quicker, you create more paragraphs, which means more white space! This not only makes your contact more readable, but it eliminates walls of legalese that invite redlines.
Conclusion
So if you're drafting a clause that's running on for a few lines, smash that ENTER key, start a new paragraph, and add a helpful section header.
What are your favorite drafting techniques to avoid redlines?