Your Style Guide: A Critical Factor for Success
Although it may not be self-evident, adopting a house style guide is one of the most important things you can have to help improve the overall quality of your documents.
The most obvious purpose, of course, is to serve as a reference when a particular issue relating to style arises. If you have adopted an approach to deal with, for example, the phrase “sell, transfer, and assign,” or how to deal with the serial comma and then recorded the decision you’ve taken (in your style guide), you will have one reference document where anyone can get guidance on the house style.
Particularly if you have devoted some time and research to resolving a particularly thorny issue, one where two or more options are plausible alternatives, your style guide then serves as the repository to record the decision you’ve arrived at. If you also record your reasoning in arriving at the particular decision, this will be even more helpful.
You will then not have to engage in that same exercise the next time the same issue arises, which in some cases may be months later, at which point you may well have forgotten either the decision itself of you reasoning in getting to that decision!
Among your first questions will be, “What should my guide look like?” and “Where can I find others for comparison?”
One approach you can take is to adopt an existing guide and use it as your reference book. The advantage of this approach is that you do not need to spend time creating and then maintaining your guide.
One logical choice, in that case, would be A Manual of Style for Contract Drafting, written by law professor Ken Adams, who is a prominent writer on legal drafting issue. Professor Adams’ book is very detailed (511 pages in its current edition) and covers almost all style issues that you may encounter.
You may find, however, that Professor Adams makes certain recommendations that are variance with how you might prefer to go. You may also find that you would prefer a shorter guide that covers the majority of the knotty issues that you are likely to uncover. In that case, you may wish to develop your own guide, based on already existing versions.
In July 2015, the Adobe Legal Department released their internal Style Guide. (See the commentary by legal blogger Robert Ambrogi on this guide, in a post entitled Striking a Blow Against Legalese: Adobe’s Legal Department Open Sources Its Plain-English Style Guide.) While the Adobe guide has many merits, it has other deficiencies, in our view. (See this commentary for details.)
Our preference is for a relatively short guide, which appears less daunting to users than a comprehensive guide. We also prefer to have something that is available online, so as to take advantage of hyperlinking capabilities, which is presented in a tabbed format. Go here to see our guide. You may wish to adopt our guide for your purposes, or take it as the basis for developing your own.
The key thing, however, is to develop a guide that will apply to all your documents. We use the word “documents” rather than “agreements” advisedly, as you should be able to use your guide for all your legal writing.
Your guide should provide guidance on a number of topics, including, among many others, the following:
- fully justified text vs. left justified (or “ragged right”) text
- proper use of fonts (in other words, bold, underlining, and italics)
- the serial comma
Dealing with the “fiddly little questions”
As you draft more standard agreements, you will want to ensure the “horizontal” consistency of your documents. In other words, similar clauses or components in different documents should be drafted in similar, if not identical, ways.
You will therefore have to deal first with various set phrases that recur sometimes frequently but often only occasionally. While your style guide should adopt the 80/20 rule and address the “big picture” issues, you will also want an easily accessible repository where you capture your decision on “fiddly little questions.” This might include phrases like “for any reason or for no reason” or “for the avoidance of doubt.”
From there, you will want a library of standard clauses that you can use whenever they recur. The logical place to keep such standard clauses is in your Base Agreement. You will find our standard Base Agreement here.
Updating your guide
It is just as important to keep your style guide updated as it is for your agreements. Issues not addressed in the first edition of your guide will inevitably arise, requiring you to take a position. It is important to record that position, by updating your guide, so that the issue is addressed the same way the next time it arises.
Alternatively, ongoing use of your guide may cause you to rethink positions that you initially took, such as, say, the formatting of footnotes. Do not feel yourself locked in by your initial decisions if experience later shows that there is a better way to address a particular issue. Make sure, however, that, if you do change your house style, you go back and amend the documents already in existence to conform to the new style.