Drafting Contractual Correspondences Guidelines

Date: 29 July, 2020

Revision: Draft

Introduction
One of the many ways that construction project parties communicate with one another is via exchanging
correspondences (letters). Letters provide an effective mean of recording what has been said and/or done. The
purpose of this document is to provide participants with general guidelines on the drafting of contractual letters
in construction projects.

When drafting letters, there are two main aspects that should be taken into account:
1. Format; in layman terms it is how the letter looks like.
2. Content; in layman terms it is what the letter says.

Format
There are several components when it comes to how the letter should look like, some of these components are
listed below:
 Letterhead: usually each company/entity will have a specific letter head which generally contains the
company’s logo and contact information (address, fax, telephone, email, website, etc.).

 Project Name: as defined in the contract.

 Sender Information: essentially company/entity name in addition to other information that may include:
o Individual sending the letter (name & title).
o Company/entity contact information (address/fax/telephone).

 Receiver Information: essentially company/entity name and the individual the letter is addressed to
(name & title) example “Attention to: Name – Title”. Other information that may be included in such
section is company/entity contact information (address/fax/telephone numbers).

Quick tip: individual(s) sending/receiving letters should be authorized to do so. Identifying authorized
representatives/individuals to send and/or receive letters is either agreed upon in the contract (this is the most
recommended method to do so) or it could be done after the contract is signed (in a minutes of meeting usually
the kickoff meeting).

Another quick tip on “CC” (Carbon Copying): when sending letters, the sender may wish that other individuals
(in the receiving entity) be INFORMED of the correspondence that had been made. This is made by included
a “Carbon Copy” section in the letter. This will include other individuals who the sender wishes they have an
exact “carbon” copy of the letter for their information. Example “Carbon Copy: Name – Title”. Usually the
letter is sent to the individual who the sender wants to take the ACTION while it is carbon copied to
individual(s) the sender wants to be INFORMED of the communication.

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 Date: date that the letter is issued on; best format to use is “July 8 th, 2020” better than 08/07/2020 (as
conflict may occur as which number represents the month and which number represents the day).

 Reference: usually entities have referencing “coding” systems when it comes to letters. Reference is
something like a code that is given to each letter (usually references are unique i.e. like a barcode).
References help better manage correspondences (manage correspondences means retrieving them
faster/easier, knowing which correspondences have been replied on, etc.).

 Letter Subject: subjects help (along with the reference) in retrieving the letter so use subjects that are
short but can quickly identify the letter purpose or what it is about.

 Pages Numbers: usually include number of pages of the letter and its attachments.

 Attachments: identity if there are any attachments included in the letter and if there are, name the
attachments (and include the number of pages of each attachments). If there are many attachments included
in the letter, better to separate each attachment included in the letter by a cover page identifying the
attachment number and its title.

Format is usually the easy part. Usually companies will have a specific format to their letters; this specific
format will usually be standardized for the whole company’s communications or the company may wish to
fine tune this standard format in each project it works in according to the specific project requirements.

Content
Usually an error in the format (a missing information, or even a wrong information) will make the sending
company look unprofessional but errors in content may have sever implications on the sending company which
may make it loose its entitlements or its rights. Because of this fact, careful PLANNING of the content is
essential. Following this essential stage, content can then be DRAFTED and after its drafting it could be
carefully review and then FINALIZED.

1- Planning the Content: this is mainly WHEN to issue the letter and WHAT content should the letter
contain.
 When: Contracts may specify durations beyond which - if notifications “letters” were not provided for
- entitlements to certain rights may be lost (ex. FIDIC Red Book 1999 Edition this is usually referred
to as Time-Bar for Notices).

A decision may also be taken to postpone the issuance of a letter, maybe there are currently
negotiations between the parties for a new project and issuing the letter at this time may negatively
affect the negotiation.

Identifying the timing of the letter may prove to be an important decision; this is why coordination
between major project shareholder should be made specially when sending major communications that
may potentially have a major impact on the parties’ relation.

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  What: planning what the content should contain is another crucial; if not the most crucial element of
the correspondences. Here are some guidelines when it comes to planning what to write:
a) Draft with purpose: identify what exactly is wanted from the correspondence, the end result/effect
that that is required to accomplished/reach. This will help better structure the letter.

b) Think Strategically: always be thinking two to three steps ahead; try to identify what effect(s)
will this letter have, what is the possible reply that could be provided on such letter and how could
these replies be responded to. The clearer the vision, the path(s), the strategy(ies) the better the
draft will be, the drafter will know when to write what.

c) Contract Requirements: when planning what to include in the letters, many contracts specify
certain requirements to be included in the letters. Make sure these contractual requirements have
been identified in order to include them in the letter that is being drafted.

d) Structure the letter: what are the main points/headlines that need to be discussed. Will there be
any reference (mention) to history, events, previous correspondences? Will there be reference to
clauses in the contract or articles in the governing/applicable law to support the
request/entitlement? Will an action be requested at the end of the letter or is this a “for information
only letter”?.

2- Drafting the Content: when drafting the content, these are some pointers that will help make the letter
more effective & efficient to convey the message that is being sent:
 Start with the appropriate greetings (example “Dear Sir”, “Dear Ms.” or use the title “Dear Project
Manager”).

 Body
o Be as clear, brief & concise as much as possible.
o Use shorter sentences/paragraphs which are easier to read and comprehend.
o Use bullet points whenever possible.
o Do not use aggressive tones (image how will the reader react with the words).
o Use simple easy to understand words.
o Use terms/definitions included in the contract (example: if in the contract the party is referred to
as “Consultant” do not use the term “Engineer” to refer to it).
o When referencing be as precise as possible example when referencing letters mention reference
number and date, when referencing events mention event date/time/place (mention individuals “by
titles not names” present), when referencing clauses or articles mention article/clause number
(including quotes of the article/clause may also be helpful to make it more convenient to the reader
not to revert back to the contract/law).
o Do not personalize the letter; always image letters as companies (not individuals) communicating
with one another. Do not use “you”, “I”, “we”, “they”, etc.
o Try when referring to entities to use the term used in the contract which defines it (Contractor ….,
Consultant) instead of using terms like he, they, we, etc. (other than being more professional, these
references may confuse the reading).

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  End
o Summarize requirements at the end; clearly state what is wanted at the end of the letter.
o Close with “Yours Sincerely, Best Regards, Kind Regards”.

 When Replying to a Letter

o State such letter(s) (reference/date) at the beginning.
o Make sure that all points in the letter have been replied on.

 Remember: when stuck at a point, skip it. No need to draft the whole letter in sequence; start by
ideas/points and expand them in whatever order. At the end rearrange, fine tune so that the letter is
presented in a logic easy-to-understand & simple manner.

 After Drafting (Editorial Proofread): check grammar, spelling, punctuation, wording i.e. does the
words convey the purpose. Proofreading is better done twice; first time by the original drafter and the
second time by another individual.

 ONE FINAL CRITICAL CRUCIAL IMPORTANT TIP: try not to mention/include events/history
that may weaken the sending company’s position (ex. no need to reinstate/mention defaults/mistakes
that the company or its individuals have performed).

3- Finalizing the Content: in many companies these steps are usually performed by document controller,
but it is beneficial to know them:
a) Take necessary initials: companies may require different individuals to initial the document before it
is signed by the authorized individual. Initials (quick signature or simply individual’s initials “Ahmed
Moustafa: AM”) indicate that they have read and/or approved content of the letter before the authorized
individual signs the letter.

b) Sign the document by the individual authorized to make the communication and stamp it using the
company’s stamp (some companies use different stamps in case letters are issued from different
departments).

c) Send the letter: fax the letter or physically hand over the letter to the individual(s) mentioned in the
letter (or to their offices/assistances, etc.) “according to the communication protocol specified in the
contract”. In case “carbon” copies should be provided make sure that they are provided.

d) Letter Receipt Acknowledgment: to prove that the letter has been received, the sender should take a
receipt acknowledgment. This is usually provided by signing/stamping “Received by …………… on
……….” on a copy of the letter, this specifies who received the letter (individual) and when it was
received (date).

e) Finally, sent letter along with its receipt acknowledgment (and attachments) are scanned and properly
achieved in order to use them in case they were required in future dealings.

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