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

While drafting a shareholders' agreement, Anita's junior proposes copying a precedent from another deal without changes to save time. Which advice best reflects sound drafting practice?

A precedent should be used only as a guide and then adapted to the specific facts, the parties' instructions and current law. Blind copying can import irrelevant or outdated clauses, while good drafting requires understanding the transaction and tailoring each provision to it.

  1. AUse it as is, since precedents are always legally safe
  2. BUse the precedent only as a guide, then adapt it to the facts, parties' instructions and current lawCorrect
  3. CAvoid all precedents because they reduce originality
  4. DUse it only for the heading and signatures

Explanation

Precedents save effort but must be tailored to the client's facts, instructions and the applicable law. Copying blindly may carry irrelevant or outdated clauses. Rejecting precedents entirely is also not recommended practice.

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