Five Simple Rules for Writing Contracts

Writing a contract is easy when you follow these five simple rules. Whether you’re drafting an agreement in Kansas City or Boulder, these guidelines will help ensure clarity and enforceability.

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Use “Shall” to Create Obligations

An obligation is something a party must do. If they don’t do it, then the other party can seek enforcement in court. You should use “shall” to create obligations: 

Example: “Gene shall work at Bob’s restaurant every Saturday from 5pm until 11pm.”

Use “May” to Create Discretionary Authority

Discretionary power gives a party the choice of whether or not to do something. You should use “may” to create discretionary power: 

Example: “Gene may terminate his employment any time.”

Use “If/Then” to Create Conditional Statements

Conditional statements require something to happen before something else can (or must) happen. You can create conditions on obligations, and conditions on discretionary power. You should use the “If x, then y” format to create conditional statements: 

Conditional Obligation

Example: “If the Wonder Wharf Wonderdogs play in the World Series, then Gene shall work each game day from 5pm until 11pm.” 

Conditional Discretionary Authority

Example: “If the Wonder Wharf Wonderdogs win the World Series, then Gene may attend the celebration parade rather than working.”

Use “Represents” to Create Representations

A representation is basically a promise that something is true. If you represent something, and it is not true, then the other party can bring claims against you for damages they incur as a result of the misrepresentation. Use “represents” to create a representation: 

Example: “Gene represents to Bob that Gene can lift 20 pounds.”

Keep Policy Statements Simple

If your contract begins with “The parties agree as follows:” then you can create policy statements throughout the contract using simple language. Here are a few examples: 

Example: “This agreement begins on the date the last party signs it and continues for three years.”

Example: “The Contractor is an independent contractor of the Client.”

Example: “This agreement and all disputes which arise under it will be governed by the laws of Colorado.”

Final Thoughts

Well-drafted contracts help prevent disputes and ensure that all parties understand their rights and obligations. By following these five simple rules, businesses in Kansas City, Boulder, and beyond can create clear and enforceable agreements.

*This article is general in nature and is not legal advice.