The preparation of e.ective cross-border contracts in English by common and civil law drafters can be undermined by faulty traditional English drafting practices. They encourage ambiguity, vagueness, verbosity, over-use of the passive voice, jargon, legalese and other impediments to understanding. Even if such practices are avoided, however, diferences between the common and civil law cultures may still throw up barriers to constructive cross-border communication.
The authors, who are experienced practitioners as well as trainers in legal drafting and related skills, highlight some of these barriers. They begin by contrasting the length of contracts in the two systems and explore the reasons for some startling divergences. They then proceed to examine troublesome expressions and concepts such as representations and warranties, terms and conditions, liquidated damages, good faith, false friends and consideration.
The conclusion deals briefly with attempts to harmonize contract law in the EC and comments upon the possible impact of harmonisation on contract drafting practice.Business Law Review