In 1999 I asked 35 lawyers to name the biggest pitfall in contract drafting. The most common answer was the unthinking use of templates and previous documents, not adapted to the deal. Or, as one lawyer put it, “Slavish following of precedents, inability to engage brain.”

An example reached court this summer. Two well-known law firms agreed to extend time for negotiations. Mr Justice Coulson criticised them for using a template standstill contract “without perhaps fully understanding why they were doing so, and serially departing from the template”.

The resulting contract and its 5 extensions were, he said, a “muddle”. Their main effect was not clear: at the end of the agreed extensions, did the original time limit expire, or start running again from where it had first been suspended?

Russell v Stone [2017] EWHC 1555 (TCC), 29 June 2017

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