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

Rohit drafts a shareholders' agreement by copying a template used for another client. On review, it still contains the old client's name in two clauses, a reference to a repealed statute, and a jurisdiction clause naming a city irrelevant to the present parties. Which statement best identifies the core drafting lapse?

The core lapse is blindly copying a precedent without adapting it to the present parties, facts and current law. Stale names, a repealed statute and a wrong jurisdiction show the template was never reviewed. Precedents should be customised and updated before use.

  1. AExcessive brevity of the document
  2. BMechanical use of a precedent without adapting it to the facts and the current lawCorrect
  3. CUse of plain language
  4. DInclusion of a severability clause

Explanation

Precedents are useful only when tailored. Leftover names, outdated statutory references and mismatched jurisdiction all show that the template was not adapted to the transaction or updated for law. Plain language and severability clauses are not errors.

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