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1、写好合同的五十招英文版（一）1Published in The Florida Bar Journal, Nov. 2000 Note: This article is for background purposes only and is not intended as legal advice.Welcome to the 21st Century. Where practicing law requires us to don the garb of computers and the Internet. And where litigation is as costly as ever
2、. Lawyer bills running $,000 a month are not unusual in a hotly contested breach of contract lawsuit. With every word, phrase and sentence carrying the potential for winning or losing, the stakes are high. Simple logic, therefore, directs us to cautious and thoughtful drafting.Drafting contracts is
3、actually one of the simple pleasures of practicing law. Just 3 years ago at this Convention I presented 50 tips for contract writing. This article updates those tips in the context of our new tools and abilities. Following these tips could result in your writing a contract so clear no one will want
4、to litigate it, saving your client from the trials and tribulations of litigation, truly a good reason to write the contract that stays out of court.These tips apply to writing all kinds of agreements: office leases, real estate contracts, sales agreements, employment contracts, equipment leases, pr
5、enuptial agreements. They even apply to stipulations and settlements in litigation, where you want an agreement so clear that it avoids future litigation. Wherever clarity and simplicity are important, these tips will guide you there. The Appendix provides a few sample forms to illustrate these tips
6、.Before You Write the First Word1. Ask your client to list the deal points. This can be in the form of a list, outline or narration. Doing this will help the client focus on the terms of the agreement.2. Engage your client in what if scenarios. A good contract will anticipate many possible factual s
7、ituations and express the parties understanding in case those facts arise. Talking to your client about this will generate many issues you may not otherwise consider.3. Ask your client for a similar contract. Frequently, clients have had similar transactions in the past or they have access to contra
8、cts for similar transactions.4. Search your office computer or the Internet for a similar form. Many times you can find a similar form on your computer. It may be one you prepared for another client or one you negotiated with another lawyer. Just remember to find and replace the old clients name. St
9、arting with an existing form saves time and avoids the errors of typing. Here are some Web sites where you can find forms: http:/www.flcourts.org/ http:/www.flabarrpptl.org/library.html http:/ http:/ http:/ Obtain forms in books or CD-ROM. Typical forms of contracts can be found in form books, such
10、as Wests Legal Forms （a nationwide set） and Florida Jur Forms, as well as in treatises and Florida Bar CLE publications. These can be used as the starting point for drafting the contract or as checklists of typical provisions and wording to include in the contract. Many treatises and form books now
11、come with forms on disk or CD-ROM.6. Dont let your client sign a letter of intent without this wording. Sometimes clients are anxious to sign something to show good faith before the contract is prepared. A properly worded letter of intent is useful at such times. Just be sure that the letter of inte
12、nt clearly states that it is not a contract, but that it is merely an outline of possible terms for discussion purposes. See Appendix CWriting that First Word7. Start with a simple, generic contract form. The form in Appendix A is such a form. It provides a solid starting point for the structure of
13、the contract. Like a house, a contract must have a good, solid foundation.8. State the correct legal names of the parties in the first paragraph. As obvious as this is, it is one of the most common problems in contracts. For individuals, include full first and last name, and middle initials if avail
14、able, and other identifying information, if appropriate, such as Jr., M.D., etc. For corporations, check with the Secretary of State where incorporated.9. Identify the parties by nicknames. Giving each party a nickname in the first paragraph will make the contract easier to read. For example, James
15、W. Martin would be nicknamed Martin. Be careful when using legal terms for nicknames. Do not use Contractor as a nickname unless that party is legally a contractor. Do not use Agent unless you intend for that party to be an agent, and if you do, then you better specify the scope of authority and oth
16、er agency issues to avoid future disagreements. Include a blank for the date in the first paragraph. Putting the date in the first paragraph makes it easy to find after the contract is signed. It also makes it easy to describe the contract in other documents in a precise way, such as the December 20, 2000, Contract for Sale of Real Estate. Include to provide background. Recitals
