MODULE 2[B]: CHECKLIST FOR A

GOOD DRAFT
 The main objective of any professional drafting the contract, must be the realization of
the interests of the parties, and protecting the interests of their clients.
 To achieve this objective, it is important that the drafter makes accurate prediction of the
future possibilities pertaining to the contract.
 He should be able to accurately foresee all possible happenings to the contract ranging
from realization to contingencies to breach and subsequent damage.
 While the subjects and realization of each contract might differ as according to its nature,
the following points are common to check in almost every contractual draft.

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  The above checklist serves as a rough sketch to cross- check whether the document
misses out ANY relevant information.
 Maintaining a checklist and adhering to it, removes the difficulty of starting from scratch,
as to what must be included in the contract and what must be the best sequence or manner
to draft it.
 For the detail-challenged drafter, a checklist ensures that all tasks associated with the
drafting are completed. For the occasional drafter, a checklist is an invaluable reminder
of content and form that might otherwise be forgotten. For the experienced drafter, a

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 checklist effectively reminds the drafter when boilerplate or often-used language is
inappropriate, that special circumstances require special language.

STEP 1: Determining the Substance of the Contract

 The drafter must be very clear with the requirement of the Contract. He/ She must be sure
about what the Law Actually Requires and how a consonance can be made between the
facts and the law. An ideal contract must be a perfect blend of applying the legal
provisions on a certain set of requirements and facts.
 The first step to achieve this is by ascertaining whether the provisions of the contract
meet out the requirement of the parties.
 To get this full proof, following questions can be asked and if the contractual draft
answers all of them, we are good to go.

a. Whether or not the contract reflects the provisions for an offer and an acceptance?

b. Whether or not the contract talks about a valid consideration?

c. Whether or not the contract includes important terms and conditions?

 The second step towards ascertaining the substance of the contract includes looking
whether the Contract overcomes all the hurdles of being void or voidable.
 The answers to the following questions would serve this purpose:

a. Whether or not the contract violates any law in force?

b. Whether or not the parties to the contract are legally competent to enter into one?

c. Whether or not the Contract can overcome the most powerful defense of “Mistake”?

 The Third Step includes ascertaining whether the Contract includes provisions that can
determine the circumstances under which the performance of the parties may be excused.

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  The Fourth Step includes cross checking whether the Contract includes appropriate
remedies in cases of potential breaches and frustration.
 The Fifth Step includes determining whether the Contract has provisions related to third
party interests.
 The Final step includes checking if the contract meets any additional and specific
requirement imposed by any statute whatsoever.

STEP 2: Analyzing the Audience and the Parties

 Analyzing the audience is very important because the contract is ultimately utilized by
the potential beneficiaries and not the drafters.
 Hence it is important to know their level of perception, their needs and requirements and
then get the draft documented based on such interest.
 This may be achieved by asking the following questions:

1. Whether or not the primary readers to the contract have been identified by the Drafter?

2. Whether or not the manner of use of the contract by each reader has been considered by the
drafter?

3. Whether or not any special explanations need to be provided to the readers?

4. Whether or not each reader’s attitude and interest towards the contract has been known to the
drafter?

STEP 3: Organizing the Content

 Once the drafter has been ready with the content of the contract, it is very important to
organize and arrange them in a synchronized and systematic manner.
 This can be achieved by the following steps:

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1. Ascertaining whether the contract has a title that is relevant and in consonance with the
content of the Contract.

2. Making Sure that the Contract starts with an appropriate introduction. This can be achieved by
asking the following questions:

a. Whether or not the introduction includes essential information of the party names?

b. Whether or not the introduction includes other optional information concerning the place of
business or the date?

c. Whether or not the introduction excludes other substantive information?

d. Whether or not the parties state their mutual agreement to the terms of the contract?

e. Whether or not the introduction is written in complete sentences?

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