Contract Drafting and Review for the Maryland Lawyer, 3rd Edition—Book and Downloadable Forms

There is no more current and complete work available for the Maryland lawyer charged with drafting agreements that clearly express their clients’ intent in a manner that avoids disputes and subsequent intervention by the courts. Written and arranged as a practice tool, but researched and annotated like a treatise, Contract Drafting and Review for the Maryland Lawyer (MSBA 3d Ed. 2020) offers an encyclopedic reference for drafting any type of agreement. The Third Edition provides the transactional lawyer an explanation of, and options for, each part of a contract document, from the title to its signature requirements, and everything in between.

Designed to help avoid the pitfalls inherent in uncritically repurposing old contract forms to cover new situations, Contract Drafting and Review for the Maryland Lawyer explains the purposes that underlay each section of a contract, and its relationship to the document as a whole.  It exposes traps for the unwary, provides scores of practice tips, and offers hundreds of sample clauses, definitions, and contract provisions for use in a variety of situations.

New to the Third Edition is its discussion of recent case law concerning jurisdiction and venue provisions; the distinction between broad, vague, and ambiguous terms; and the use and interpretations of conjunctive and disjunctive terms. The latest edition also includes an updated table of statutory and common law authorities, and an updated bibliography, arranged by subject, that directs the user to additional sources for substantive insight, drafting tips, and sample forms.

CONTENTS:

Chapter 1:  What a Contract Looks Like

• Parts Is Parts: The Essential Elements of Any Contract
• Sources of Law
• Matters of Style
• Precision, Ambiguity, and Vagueness
• Conspicuous Language Requirements

Chapter 2: Initial Matters

• The Writing Requirement
• The Public Policy Doctrine and Enforceability
• Identification of the Parties
• Structuring the Exordium
• Dating the Contract
• Transition Language and Recitals of Consideration

Chapter 3: Recitals

• Background
• Format of Recitals
• Using Recitals for Operative Provisions
• Using Recitals for Representations and Warranties
• Consequences of Inaccurate Recitals
• Properly Constructing Recitals
• Commonly Used Recitals

Chapter 4: Definitions

• Importance of Definitions
• Reliance on Ordinary Meaning
• The Technical Meaning of Words
• Drafting Definitions
• Statutory and Suggested Definitions

Chapter 5: Representations and Warranties

• Explanation of Terms
• Consequences of False Representations
• The Basics: Capacity, Authority, Conflicts, and Enforceability
• Other Common Representations
• Common Representations Used in Different Types of Contracts
• Warranties
• Drafting and Reviewing Representations and Warranties

Chapter 6: Operative Language

• What, How, and When
• Specific Types of Operative Language
• Miscellaneous Drafting Issues–Describing Weights and Other Measurements
• Term and Termination
• Closing Obligations

Chapter 7: Covenants and Conditions

• Covenants
• Conditions

Chapter 8: Remedies

• In General
• Attorneys’ Fees, Costs, etc.
• Exculpatory Provisions
• Forfeiture of Deposit
• Indemnification
• Limitation of Actions
• Liquidated Damages
• Specific Performance

Chapter 9: Dispute Resolution

• In General
• Governing Law
• Jurisdiction and Venue
• Methods of Dispute Resolution

Chapter 10: Back of the Document

• Why Is the Back of the Document So Important?
• A Smorgasbord of Boilerplate Provisions
• Signatures

Appendix A: Checklist for Drafting and Reviewing Contracts

Appendix B: Bibliography