Contract Drafting Basics

Draft the promise, not the atmosphere

Contract drafting, for a student, is the skill of writing a promise so a reader can see who must do what, by when, and what the other side gives in return. It is not the production of a document that looks like it came from a firm. The background ideas, offer, acceptance, consideration, capacity, free consent, and a lawful object, are textbook contract law. They are introduced in and lined up in . You still open the Indian Contract Act. This article will not replace section 10 with a slogan, and it will not hand you a deed to sign.

A draft here is a classroom object. It is not a negotiated agreement. Negotiation is the parties choosing words they are willing to be bound by. You cannot negotiate with yourself and call the result their consent. The parent discipline is . If the document is starting to look like a letter of demand, stop and read , including the warning that sending papers has consequences.

The clauses a student should be able to see

Look for parties with real names and a way to identify them. Look for the performance: the goods, the work, or the permission, described so a stranger could tell whether it happened. Look for the price or other return, or an honest statement that the problem does not specify one. Look for time. Look for what happens if performance fails, in principle, without inventing a damage figure. Damages as a concept live in . A number you hope a court would award is not a clause. It is a guess.

Conditions and the quiet limits

A condition that lets one side walk away is as important as the price. Read it twice. A limitation of liability, an indemnity, and a clause that chooses a city for disputes can move risk in a way the headline price hides. In a class draft, you may write one such clause only if you can explain it in ordinary words underneath. If you cannot explain it, delete it. Copying an indemnity from a downloaded software licence into a problem about a bicycle is not sophistication. It is a mismatch.

What you leave out on purpose

Leave out stamp duty amounts, registration fees, and "standard" arbitration rules you have not read. Those regimes exist. Their figures and procedures are in their own texts and change. Leave out a warranty that the goods are perfect if the facts do not support it. Leave out a statement that a court will grant specific performance. Specific performance is not an automatic clause. It is a remedy a court may or may not give, on principles you study rather than decree in a recital. A recital that lies about the law is still a lie.

A signed PDF is a different object

When two people sign, they may create obligations this exercise did not intend. That is why the header of any class draft should say it is not for signature. If you are looking at a real draft someone wants you to sign, read it as a party, not as a student showing off. Ask what each hard clause does to you if things go badly. If you do not understand it, do not sign it because the other side is in a hurry. Hurry is not consent in any sense you should trust, even though the law of free consent is more precise than a feeling and has to be read in the Act.

Qualified help exists for real transactions. This academy's note is not that help. A professional who drafts for a client is doing instructed work. You are doing study. Keep the two stationery separate.

A hypothetical about a borrowed indemnity

Hypothetical. A problem asks students to draft a short sale of a second-hand laptop between two classmates. Rohan pastes an indemnity, a non-compete, and a foreign arbitration clause from a template. The problem's facts are a price and a date of delivery. The paste overwhelms the promise.

He deletes the paste. He writes the names, the laptop as the problem describes it, the price, the delivery day, and one sentence that if the machine is not delivered the class will discuss remedies rather than invent a penalty. He labels the page "not an agreement, not for signature." The result is short enough to be marked. It is also short enough that nobody can mistake it for a deal. That is the correct failure mode of a student draft: it refuses to become a contract by accident.

A checklist for a class draft

Stay inside the problem. 1. Name the parties as the problem names them. 2. Write the promise and the return in two sentences. 3. Add time only if the problem gives it or you mark the time as your assumption. 4. Open the Contract Act idea you rely on, instead of a template's clause heading. 5. Delete any clause you cannot explain aloud. 6. Put a banner on the page that it is not for signature. 7. Do not invent a damage figure, a stamp amount, or a court outcome, and confirm the Act's text if you cite it.

If the banner is the only sentence you are sure about, keep the banner and shorten the rest. Length is not completeness.

Not a contract shop

Kanoons Academy does not currently list a separate LAWCET, CLAT, or AP LAWCET batch in the catalogue; these notes are study material, and counselling is via . The nearest catalogue course is . That course teaches how to read an Act, a rule, and a judgment note. It will not negotiate your agreement, and the button on this page uses the course's own name.

Study the promise. Do not sign the exercise.