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CS Professional · Drafting, Pleadings and Appearances · General Principles of Drafting

In a supply agreement drafted for Bharat Components Pvt Ltd, clause 4 says the buyer shall pay 'within a reasonable time' and clause 9 says 'promptly'. The seller's counsel objects that the draft is open to dispute. Which drafting rule is best applied to cure the defect?

The defect is cured by replacing vague phrases with a definite period, for example payment within 30 days from the invoice date. Drafting must be certain and precise, so that each party knows exactly its obligation and there is little room for dispute over meaning.

  1. AUse the word 'shall' sparingly and avoid dates
  2. BReplace vague expressions with a definite period, such as 30 days from the date of invoiceCorrect
  3. CDelete the payment clause and rely on trade usage
  4. DUse both expressions together so that one covers the other

Explanation

Drafting should be certain and precise, so a vague phrase like 'reasonable time' is replaced by a definite period. Relying on trade usage or mixing both terms keeps the ambiguity and leads to disputes.

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