CS Professional · Drafting, Pleadings and Appearances · General Principles of Drafting
A draft agreement prepared for Sundaram Textiles states: 'The payment shall be made promptly after delivery.' The other party later argues that 'promptly' meant 60 days. Which drafting rule would best have prevented this dispute?
The rule of precision and certainty would have prevented it. Vague words like 'promptly' are open to different meanings, so the draft should state a specific period, such as a fixed number of days from delivery, leaving no room for dispute.
- AUse precise and certain language, such as a stated number of daysCorrect
- BUse more legal Latin phrases
- CMake the sentence longer with synonyms
- DLeave the term to be implied by custom
Explanation
Drafting should be certain and free from ambiguity. Replacing a vague word like 'promptly' with a fixed period, for example within 15 days of delivery, removes room for competing interpretations. Latin phrases or longer sentences add no certainty.
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