The goal in legal drafting should be to create documents that the parties can understand, preferably in one reading. Understanding can be enhanced in a number of ways: Use the active voice and present tense. For example, say "'Dissociating Member' includes the successors in interest of a deceased, disabled, dissolved, or bankrupt Member," rather than "the term 'Dissociating Member' may be construed to include the successors in interest of a Member who is deceased or disabled, who has been dissolved, or who has become bankrupt, as the context requires." Avoid unnecessary redundancies. It is enough to say "a 'transfer' includes a sale, exchange, pledge, or other disposition, voluntarily or by operation of law." To say that "a 'transfer' includes a sale, assignment, exchange, swap, pledge, hypothecation, grant of security interest, or other disposition or transfer of beneficial or legal title or interest, voluntarily or by operation of law, by any means whatsoever" simply tires the reader. Reader fatigue jeopardizes understanding. Use short, direct sentences. Say "No Member may enter into a business that is competitive with that of the Company," rather than "If a Member enters into a business that is competitive with the Company, the Member will be deemed to be in breach of the Member's duty of loyalty to the Company." Avoid starched, antiquated language. Such language is not only difficult for readers to understand but also often lacks precision. Most lawyers have been shamed into discontinuing use of terms such as "wherefore" and "hereof." But continuing diligence is required to purge documents of terms such as "herein" (substitute "in this agreement" or "in this section" depending upon the context) and "shall" (substitute "will" or "must" depending upon the context). Home | What's New | Products & Prices | Sample Form | Drafting Coach | LLC Formation Frequently Asked Questions | About the Author | How to Order P.O. Box 11504 Eugene, OR 97440 (541) 685-1571 1-888-930-7007 Fax (541) 302-3023 admin@alberty.com