Learning Outcomes
After studying this article, you will be able to apply essential drafting techniques to produce precise legal documents for the SQE2 exam. You will understand the importance of clarity, learn how to avoid ambiguity and vagueness, and identify common pitfalls in legal drafting. You will also be able to define and use key drafting terms and review your work for quality control.
SQE2 Syllabus
For SQE2, you are required to understand the drafting principles necessary to prepare clear, unambiguous legal documents. Focus your revision on:
- the need for precision, certainty, and unambiguous language in legal drafting
- identification and avoidance of common sources of drafting ambiguity
- the use of defined terms and consistent language throughout legal documents
- recognising and eliminating unnecessary jargon or excessive formality
- techniques for reviewing and quality checking draft documents for clarity and completion
Test Your Knowledge
Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision.
- What is meant by "ambiguity" in legal drafting, and why is it a risk for legal documents submitted in the SQE2 exam?
- Explain the difference between a "defined term" and "legal jargon". How do they affect clarity?
- What is the risk of using a lengthy sentence with multiple subordinate clauses in a contract?
- Give two techniques you could use to quality check a draft for precision and completeness.
Introduction
Accurate legal drafting is essential for clear and enforceable documents. In the SQE2 exam, unclear, ambiguous, or inconsistent drafting can result in loss of marks, misunderstandings, or even legal disputes if used in real practice. This article explains key principles of drafting with precision, the avoidance of ambiguous language, and the critical steps for ensuring quality control.
The Importance of Precision
Legal documents must communicate their effect accurately to all readers, including clients, opposing parties, and courts. Precise drafting ensures obligations and rights are understood, helps prevent disputes, and supports your credibility as a legal professional.
Key Term: Precision
The use of clear, exact words and expressions to eliminate uncertainty or vagueness in a legal document.
Common Sources of Ambiguity
Ambiguity usually arises from:
- Unclear references (e.g., "it", "such", "thereby" with an unclear subject)
- Inconsistent use of defined terms or switching between synonyms
- Overly complex sentences or poor punctuation
- Use of words with multiple meanings (e.g., "may", "shall", "and/or")
- Grouping items without clear separation or logical structure
Key Term: Ambiguity
The quality of language that allows two or more possible meanings, causing uncertainty as to interpretation.Key Term: Defined Term
A word or phrase given an explicit meaning within a contract or legal document, usually capitalised and set out in a definition clause or section.
Worked Example 1.1
A clause states:
"The tenant may sublet or assign the property and/or terminate the lease early."
Question:
What ambiguity does the use of "and/or" create in this provision, and how should it be resolved for SQE2 drafting?
Answer:
"And/or" suggests all combinations: sublet, assign, terminate, or any combination together, which can confuse the intended options. For clarity, each option should be drafted as a separate, numbered subclause, each with specific conditions if necessary, avoiding "and/or".
Techniques to Ensure Clarity
To draft with precision and avoid ambiguity:
Use Defined Terms Consistently
Once a term is defined in a document, use it exactly as defined throughout the text. Do not use synonyms for the same concept.
Avoid Archaic Language and Legal Jargon
Use modern English where possible and avoid unnecessary Latin phrases or complex constructions unless legally required. Do not assume your recipient understands technical or historical terminology.
Key Term: Legal Jargon
Specialised legal phrases or archaic words that may be unclear or unnecessary in modern drafting.
Simplify Sentence Structure
Prefer short, direct sentences. Avoid long sentences with multiple clauses and excessive punctuation.
Use Lists, Headings, and Numbering
Lists and headings break up complex obligations into clear points. Numbering helps cross-reference within the document and avoids confusion.
Check for Unclear Pronouns or References
Replace ambiguous references ("it", "they", "herein") with precise nouns or defined terms.
Use the Active Voice
State clearly who must do what. E.g., "The Tenant must pay rent," not "Rent must be paid."
Avoid Double Meanings with Connectors
Words like "and", "or", or "and/or" are regular sources of ambiguity if not used carefully.
Worked Example 1.2
Original clause:
"The buyer must pay the balance and collect goods within 14 days."
Question:
Does this mean both actions must be completed within 14 days, or may payment be required before collection? How can the ambiguity be eliminated?
Answer:
The clause can be read either as one deadline for both payment and collection, or as allowing one to come before the other. To clarify, use: "The Buyer must pay the balance within 14 days. Collection of the goods must also take place within 14 days of this agreement."
Reviewing and Quality Control
Drafting is not finished when the words are on the page. A thorough quality check is essential. Follow these steps:
- Read your draft aloud—does it sound confusing, or are there places where the subject is unclear?
- Check every defined term for consistent use.
- Watch for vague words like "appropriate", "substantial", "necessary", or "forthwith" that are not specifically defined.
- Confirm lists are complete and that "and"/"or" are used with clear intent.
- Review all cross-references and numbering for accuracy.
- Ask a colleague or supervisor to review the draft for meaning.
Key Term: Quality Control
The process of systematically reviewing drafted legal documents to confirm they meet standards for clarity, precision, and completeness.
Revision Tip
Take a break before reviewing your draft. Fresh eyes are more likely to notice unclear wording, repetition, or omitted points.
Exam Warning
SQE2 drafting tasks may test your ability to identify ambiguous provisions or correct them. Never assume the examiner intends a vague meaning—always prefer precise and singular interpretations.
Worked Example 1.3
Original sentence:
"Landlord or managing agent may inspect the premises at any time upon giving notice."
Question:
What might be ambiguous here? Rewrite for clarity.
Answer:
"At any time" could mean at 3am, which is unlikely to be intended. Instead, clarify: "The Landlord or Managing Agent may inspect the premises during business hours upon giving at least 24 hours' prior written notice to the Tenant."
Key Point Checklist
This article has covered the following key knowledge points:
- The need for precise, unambiguous drafting in legal documents for SQE2.
- Common causes of ambiguity (unclear references, inconsistent terms, poor sentence structure).
- Techniques for avoiding ambiguity, including defined terms, simple sentences, and quality control steps.
- Practical steps to review and ensure quality in legal drafting.
- The importance of clarity to prevent errors and loss of marks in the SQE2 examination.
Key Terms and Concepts
- Precision
- Ambiguity
- Defined Term
- Legal Jargon
- Quality Control