How to draft contracts as a junior lawyer

As a junior lawyer, I once attended a contract drafting session by a top-tier firm and found it a bit disappointing — the information was correct (plain English, simple is better) but not very actionable for someone starting out. Now that I've drafted contracts for a few years, here's how I'd break it into practical steps: adding and amending, deleting, creating chances to practise, and avoiding the mistakes that annoy colleagues.

How to add or amend things in the contract

1. Understand the intention of the clause. Ask what outcome you're trying to achieve before you copy precedent wording, or you'll miss the point.

2. Check the contract language. Skim the definitions and clauses to pick up the structure, formatting and terminology (Contractor vs Supplier, Principal vs Client, Works vs Services).

3. Mirror existing wording. Look at how similar obligations are drafted — e.g. whether existing indemnities use "arising out of or in connection with" rather than "caused by" — for consistency and easier acceptance in negotiations.

4. Put new definitions in the right place. Add them to the definitions section, not floating in the clause body.

5. Follow the cross-referencing. Changes flow on; check cross-referred clauses (Ctrl+F the references), and confirm the automatic cross-references and table of contents still work.

6. Can you explain what you added? Check you can explain the effect, and that it matches the clause's intention — needed for negotiations and keeping the client informed.

How to delete things from the contract

1. Think about the give-and-take. Consider what makes the deletion acceptable to the counterparty — maybe it's a risk beyond your client's control that they'd price at a premium, or a requirement that doesn't apply here.

2. Preserve formatting. When deleting a discrete section (e.g. clause 3.4(b)), replace it with "not used" to preserve numbering — except in bespoke first-use documents, where deleting outright and fixing the numbering is best.

3. Check cross-referencing and definitions. Ctrl+F for references to the deleted clause; check whether any now-unused defined terms can also be removed.

4. Can you explain the deletion? Explain how it changes the contract's operation and the commercial reasoning.

Creating opportunities to improve your drafting

1. Generate compares. A comparison of your draft against the final version shows your supervisor's changes in style and substance, and is great for asking specific questions:

2. Type up amendments. Some lawyers still amend by hand. I learned a lot of my drafting by offering to type up a supervisor's hand-written amendments — treat it as a learning task, not something only a secretary should do.

3. Volunteer to do the first draft. Don't just hope drafting work comes your way — ask to own it:

4. Read a negotiation table. Ask for one from a past project to see the main commercial issues and how colleagues amend their contracts.

Avoiding mistakes in coworkers' documents

The common mistakes are overriding previous versions unrecoverably, unclear naming, and not clearly showing your changes. Each is avoided with version control, naming conventions, and mark-up. Teams differ, so ask how yours does each:

1. Version control. Some teams stack revisions onto one document link; others save each as a new link. I use a combined approach — internal revisions stack, a new document is created only when it's sent or received. On a system like iManage, email both the document link and a read-only copy when you send to your supervisor, as a record of the exact version.

2. Naming convention. Look at how colleagues have named documents before inventing your own system:

3. Mark-up / redlining. Track your changes so they're visible against the previous version:

Before you amend, ask your supervisor how they'd like you to track changes — it differs by team and by what the amendments are used for.

The wrap-up

There's a big learning curve to drafting contracts — it took me years and many mistakes before I felt comfortable. So it's perfectly normal to feel overwhelmed starting out; hopefully this gives you a bit more confidence when you pick up the pen.