LibGuides: Research for Transactional Practice: Transactional Drafting

Introduction

Transactional practice may involve a variety of drafting tasks. A lawyer may need to draft governance documents (e.g. by-laws or articles of incorporation), agreements (e.g. merger, license, or lease), applications, or correspondence (e.g. opinion letters). Most documents are not drafted from scratch, but rather begin with a sample form, template or precedent document which are then tailored to meet the client's objectives. The term precedent in transactional practice does not refer to case law but rather forms or agreements drafted as part of another transaction that can be used as a starting point for a drafting assignment. It is important when selecting a form, template or precedent document that you take the time to read and evaluate it to determine whether it complies with current law and practice. In addition to being a helpful starting point, using sample forms, templates and precedent documents promotes efficiency and serves as a learning tool for understanding the structure and provisions of an unfamiliar agreement.

Research Tip: Watch this HotShot video, Drafting Tips for Transactional Documents for a quick overview of considerations when working with precedent. (Note: if you have not registered for a HotShot account yet, you can sign up using your BC email here.)

Sources for Sample Agreement, Clauses & Forms

The BC Law Library provides access to a number of resources containing sample agreements, clauses, forms, and templates which can be used as a starting point for a drafting assignment. These materials provide helpful explanations, drafting notes and other annotations and will highlight important considerations and cite relevant legal authority. Other helpful practical guidance tools include drafting guides and checklists which can help organize your work and ensure you don't miss any important considerations.

Westlaw Practical Law	Lexis Practical Guidance
Westlaw Form Finder	Lexis Sample Forms
Bloomberg Law Practical Guidance Library

Here are two short videos that provide an overview of how to search for and find relevant forms and agreements to help you get started with a drafting assignment.

Sample Annotated Agreement

Books on Transactional Drafting

Drafting Contracts by Tina L. Stark
ISBN: 9780735594777
Publication Date: 2013-11-26
An eagerly anticipated second edition of this established and highly regarded text teaches the key practice skill of contract drafting, with emphasis on how to incorporate the business deal into the contract and add value to the client's deal. Features: More exercises throughout the book, incorporating More precedents for use in exercises Exercises designed to teach students how to read and analyze a contract progressively more difficult and sophisticated. New, multi-draft exercises involving a variety of business contracts. New and refreshed examples, including examples of well-drafted boilerplate provisions. More detailed examples of proper way to use shells. Multiple well-drafted contracts with annotations. Revised Aircraft Purchase Agreement exercise to focus on key issues, along with precedents on how to draft the action sections and the endgame sections. Expanded explanations of endgame provisions, along with examples and new exercises.
Guidelines for Drafting and Editing Contracts by Bryan Garner
ISBN: 9781642426694
Publication Date: 2019-05-09
Bryan A. Garner, the editor in chief of Black's Law Dictionary, has long been the standard bearer not only for contract drafting but also for legislative drafting, rule drafting, brief-writing, and legal writing generally. With Garner's Guidelines for Drafting and Editing Contracts, Garner draws on more than 30 years of experience in teaching contract drafting and consulting on contracts with companies throughout the English-speaking world. Its 150 sections explain, in blackletter principles, how to prepare contracts that are both precise and readable. The richly illustrated text is easy to follow, and Garner's improvements on old-style drafting are immediately apparent. Never before has the field of contract drafting been so lucidly, elegantly, and thoroughly explained. And never before has a book on contracts been so interesting to read. Advance Praisefor Garner's Guidelines for Drafting and Editing Contracts
Legal Drafting in a Nutshell by George W. Kuney; Donna C. Looper
ISBN: 9781634603195
Publication Date: 2016-10-06
Legal Drafting in a Nutshell, 4th Edition, provides guidance on producing transactional documents, contracts, instruments, legislation, and regulations that solve existing problems and prevent future problems. The book provides both a large scale, macro overview of the drafting process as well as small scale, micro focused discussion of the mechanics of legal documents at the sentence, word, and punctuation level. For this fourth edition, each chapter has been extensively updated to incorporate the current and developing perspectives regarding subjects like plain English, legal typography, and document preparation in the 21st century. This is especially the case in the sections of the text dealing with contracts and instruments, although it is true throughout the text. Legal drafting is as much a thought process as a writing process; clear thinking leads to clear drafting. This book is a guide for clear, structured thinking about drafting in order to provide readers with a structured process to follow when assembling useful legal documents.

Stark, Tina L. Negotiating and Drafting Contract Boilerplate. Law Journal Press, 2012.
Negotiating and Drafting Contract Boilerplate educates lawyers and business professionals on the underlying rationale and importance of boilerplate language. Each chapter tackles a different contractual provision, over twenty in all, and analyzes why it is important, what the key legal and business issues are, what is negotiable and what is not, and how best to draft the provision to suit a particular transaction. This best-selling book will give you a competitive edge--and a new understanding and appreciation of language you've seen countless times.