Editing Legal
Documents
From Template To Execution
A reference guide for completing
any legal document
www.netlawman.co.uk
Contents
Introduction to this guide 1
Feedback on this guide 1
Editing your Net Lawman template 2
Drafting notes - guidance on how to complete our documents 2
Where to find the guidance notes
What are general and paragraph-specific drafting notes?
What experience of legal documents we expect the reader to have
Formatting your document 2
Uncomplicated formatting
Use of company logos and front covers
Editing 3
Blue font and square brackets
Editing legal provisions
Choosing between “commercial” options
Use of plain language
Common to all legal documents 4
Definitions 4
Defining the parties to a contract
Naming the parties and places 5
Signing your document 6
Making your document legally binding
Who signs?
Exchange of documents signed by the other party
Ensure that the signatory has authority to sign
Dating the document
Witnessing the signatures
Further security
Electronic signatures
Post editing checklist 8
Keeping copies of documents 9
How long you should keep documents
Other hints and suggestions 10
Be specific
Consider using schedules
Invitation for feedback on our documents 11
© Copyright Net Lawman 2022
Introduction to this guide
This guide is to help you with many aspects of editing a legal document.
It complements the document-specific drafting guidance that we include
with the majority of our products.
If you have not edited a legal document before then we recommend that
you look through this guide before you start to edit the document.
Feedback on this guide
We would be delighted to hear from you if you would like to give us
feedback on this guide
- whether questions, comments or criticism.
You can leave comments by visiting www.netlawman.co.uk/contact
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Editing your document
Drafting notes – specific guidance on how to
complete our documents
Nearly all Net Lawman documents come with drafting notes to give a
background to the document and to comment on what you may want to
consider when editing a particular paragraph.
You can find them after the end of the document. We’ve placed them here
to keep them close to the legal text, but not too close so that they might
be confused as part of the document itself.
We intend that you delete the notes once you have finished editing the
document.
You may want to keep a copy of the original unedited document so that
you keep a copy of the notes.
We aim to balance the tone and the level of technical detail so as to suit
the majority of our customers for any particular document. We do get
the balance wrong sometimes. If you think a note isn’t clear, or that we
can improve it or how we say something, we’d be very happy to hear your
suggestions.
Formatting your document
We provide the document in Microsoft Word format (Doc or DocX).
We try to keep formatting as simple as possible to ensure maximum
backwards compatibility with word processors of different types and to
accommodate users with different levels of word processing skills.
Generally, you may reformat the document as you like. If you do, we
recommend using a font type that is easily read, such as Arial or Times,
and a font size of at least 10 point.
Legal documents do not require any particular format or layout to be
valid. Paragraph numbers, indentations, tables and headings may aid
readability, but are not required for thedocument to be legally binding.
If you want to use a decorative front cover or company logo on every
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page, doing so is unlikely to affect the legal validity of the document.
If you do, we would advise you to make sure no text that could be
interpreted as part of an agreement.
Editing
Our approach is, as far as possible, to give you a choice of the words you
might want to use, and let you delete what you do not need.
Doing this often leads to us including material that you don’t need, and
sometimes even near duplications.
However, we believe that the approach of editing by deletion is far easier
for you than writing new text in your own legal terminology.
Blue font and square brackets
In the text of the document, square brackets indicate an insertion point.
If they contain text, that is merely to illustrate what you could insert.
In many documents we also mark some text in blue font. Blue font is used
simply to draw you attention to a place where a choice or an insertion is
required.
Whole paragraphs in blue font indicate where you need to choose
whether to include the paragraph at all, or make a choice between two or
more alternatives.
Once you have edited the document, check that you have deleted all
square brackets and changed the blue font colour to black.
Note that we can only give you options in the document when there are a
limited number of possibilities. For example, where a paragraph deals with
something unique to your situation
(such as how something is apportioned between parties) we can only
suggest ideas.
Editing other paragraphs
Anywhere in the document, the wording we use may not suit you exactly.
Generally, any paragraph can be changed or deleted.
If you should definitely leave a paragraph as we have written it, we will tell
you in the notes.
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There may be a legal reason why we have included certain words. If the
reason for inclusion is not clear, we recommend that you leave it as is.
If you have any questions about why we have included a paragraph, or the
meaning of one, please contact us and ask.
Use of plain language
We are fervent believers in the use of plain English, following the precepts
of www.plainenglish.org.
However, we are by no means perfect, so you may find places where we
could improve.
One problem we face is that in technical areas of law, like wills and leases,
particular words have been defined either by legislators or by long usage,
to have specific meaning. In such circumstances, a change by us would
complicate, not simplify, what any other lawyer would understand.
Our use of plain language in no way detracts from the legal validity of
any document Our aim is to protect you and give you the meaning you
want. Clear communication of any agreement depends on all parties
understanding that what is written is also what has been agreed. You do
not need archaic terms to make a document “more” valid. We explain in
more detail at www.netlawman.co.uk/why-plain-english-is-important-in-
law.
On the rare occasions when you decide to add text to a document, you
should use one sentence for one idea, in plain words.
Common characteristics of all legal documents
Definitions
Defined terms are the words that have capital initial letters. The
idea behind defining terms is that as you read and come across the
capitalised words, it is clear that the meaning of the word or phrase is
“special” to that document, and perhaps different to usual usage.
Terms are usually defined at the start of the document, for three
reasons:
• so that you know what technical or obscure phrases mean, and
• to give a limited meaning to words or phrases which may otherwise
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have broad meanings, and
• t o enable a necessarily long definition to be given only once, so that
when you come the word in the document, you are spared reading
many more words, maybe several times.
If one of our defined terms fails to describe exactly what you want, by
all means change it. If you do, then check every occurrence of it in the
document.
If you do change defined terms, we encourage you to use the “search
and replace” function in Microsoft Word rather than just the “replace”
function so as to avoid accidentally giving a capital initial letter to words
that should be lower case.
You may come across a word within the document that is one of the
defined terms but which is not capitalised. That is because in its context
within that sentence, the meaning is not the defined meaning.
For example, “Product” might be defined as a specific model of machine
you sell, but the sentence “You may return a product within two months
of purchase.” would refer to any product, not the specific model. If
you want a stricter definition, capitalising the word would change the
meaning to the specific model only. If there could be no confusion as
to what the product could be (perhaps the document only relates to a
single product or your returns policy applies to all products you sell), then
there is no need for a capital.
Naming the parties and places
Defining the parties to a contract
You can either use generic terms like “landlord” and “tenant” or you can
insert names like “Mr Brown” or his initials.
To make sure there is no room for doubt, we suggest as follows:
Names of individuals and organisations should be written in full, with
the abbreviated version following in inverted commas and brackets, like
this:
Neil Andrew Smith (“Smith”), or Smith & Jones (“S&J”);
After the name of a company or registered partnership it is a good idea
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to add any relevant registration particulars and make sure the address
includes the country where the company was registered.
Trading names should be accompanied by real names, e.g.
“Neil Andrew Smith trading as NAS Plumbers”
Addresses and property should be described very precisely, for example
as:
Flat 1, 28 Nicholson Street, Durham, DH15TT
or
The car park off Lockland Lane, Dearsworth, as marked with a red line on
the attached plan.
Signing your document
Making your document legally binding
Apart from wills and deeds where pedantic legal echnicalities must be
followed, a contract is made and becomes valid at the point when parties
the parties to it have signed and dated it.
There is no requirement for a solicitor or any other witness, or for any
registration.
If there are any special rules, we tell you in the document’s specific
guidance notes.
Who signs?
Most legal documents must be signed by all the parties who are to be
bound. Usually that is two or more people.
If your document must be signed as a deed, we make that clear at the
signature point. If you want to know all about deeds, read our article at:
www.netlawman.co.uk/ia/clearing-the-confusion-on-deeds
A document that is presented to the other party on the basis of take-it-
or-leave-it is usually referred to as a set of “terms and conditions”. Such a
document does not require a signature from either party.
However, it is most important that your counter-party does give clear,
irrefutable acceptance of the terms, for example, by ticking a box on your
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website to confirm that he has read and understood them.
Exchange of documents signed by the other party
When there are only two parties, documents can be exchanged so that
each has the one signed by the other. If there are more than two parties
each party may have a copy signed by every other party. If that happens,
you will need to create multiple originals, and have all parties sign all
“parts”. Everyone can then be sure that they are agreed exactly and that
all copies of the documents are identical in text.
When the number of signatures makes that impractical, there are two
alternatives. First, parties may each sign any one of several copies which
are then all kept in one place. This sometimes happens in a private
company where one of more shareholders is too far away to sit round a
table with the others.
Second, there may be a master version signed by a few. When others
join in, they each sign a “deed of adherence”. It will then be left to the
company secretary or partnership manager to circularise copies.
Ensure that the signatory has authority to sign
Make sure that the person signing has the authority of his organisation
to commit it to your contract. In most cases you would know if you were
dealing with a junior manager, rather than a senior one.
If someone is signing on behalf of someone else (for example, an elderly
relative), make sure that the signatory has appropriate power of attorney.
Take a copy of the power of attorney document.
Dating the document
Your document is not valid unless dated. If you have multiple copies, they
are valid only if they bear the same date. If you are exchanging contracts,
use a date in the future and not in the past.
You don’t need a formal space for the date. The date can be hand written
next to a signature.
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Witnessing the signatures
In law there is no requirement for a contract signature to be witnessed by
a third party.
If your counter-party is unknown to you, or abroad, you may feel more
comfortable if you ask for a witness to add his name and address.
If you are signing a deed, you must have at least one witness. Wills
require two witnesses.
Further security
Another light level of security can be added by having your counter-party
initial each page in the margin.
Electronic signatures
The law on whether electronic signatures can create a binding contract
varies from one country to another. The issues are as to whether a
document sent by email can be binding and whether an email message is
binding. In most countries both are binding if the correspondence clearly
shows that the parties intended to be bound and the terms are clearly
agreed.
Digital encryption and document control processes are available on the
Internet. They do provide an additional level of security. That is most
important when you are dealing with a counter-party in a country with a
weak legal system.
We recommend that you make quite clear that you expect both sides
to be bound by electronic communication and that your counter-party
agrees.
Wherever you are in the world, it is most safe if your document is signed
in print and received by post or courier. Mere sending is not enough. You
must prove you sent it and that the means of sending must have resulted
in receipt by your counter-party.
Post editing checklist
1. D
elete the drafting notes (for Net Lawman documents: from the end
of the legal text).
2. Format the document in the same font colour, in at least 10 point, and
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in a font type that is easily legible such as Times or Arial.
3. S
pell check your document with a correct dictionary (Microsoft Word
often defaults to an American dictionary).
4. Check paragraph numbering (if any) is correct.
5. R
ead the document again carefully to check that the text runs
correctly. We find printing to paper and reading aloud makes spotting
errors easier than reading on screen.
6. Make sure the document is signed and dated by all parties.
Registering charges
Any contract that creates a financial obligation for payment by a
company (such as a loan agreement where the borrower is a limited
company) should be registered at the Registrar of
Companies after completion.
Doing so may give you priority if the company is liquidated, over lenders
who have made loans to the company after you have done so.
Keeping copies of documents
It is important that you retain contracts and legal agreements after they
have been completed. The document is a record of exactly what was
agreed or done. Without it, proving the details later is far more difficult,
especially in the long term. Where the document is only in soft copy
(such as website terms and conditions), keep a printed copy of the page
before you edit or update it. The paper copy should also be dated.
You should keep an original signed paper document carefully. It is a
good idea also to keep electronic copies of supporting documents, for
example, emails between you and the other party negotiating terms or
scans of hard copy letters.
How long you should keep documents
The time period in which a claim for breach of contract must be brought is
six years.
Business documents (the original, signed copy) should be kept for
at least for this length of time, and electronic copies could be kept
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indefinitely. If the document deals with something that takes place
over time (such as a lease or regular sale of goods) then the original
documents should be kept for six years after the period ends.
Other hints and suggestions
Be specific
Common sense as this point may be, you should be as specific as
possible in the document so as not to leave room for either party to
misunderstand the scope. Usually, we point out and give examples of
where being specific is advantageous.
Consider using schedules
Where the commercial deal is of some length, for example because it is a
specification of work to be done, you can keep your document ‘clean’ by
placing the specification in a schedule.
Conversely, if we have provided for a schedule but your words are few, by
all means bring them into the body of your document at the point where
the schedule is mentioned.
Review of your document by a lawyer
If you would like a lawyer to double check the changes you’ve made, Net
Lawman offers a document review service.
The service aims to give you confidence that your document sets down
the terms you want, and that your changes are worded as they would be
if a solicitor had written them.
Our team will conduct a detailed assessment of your document and will:
•M
ake sure your document does what you tell us you want it to do and
complies with the law
• Report on the legal implications of additions or changes by you
• Edit your text if necessary
• Check that your use of defined terms is correct and consistent
• Check that required insertions have been made correctly
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•C
orrect spelling mistakes, grammatical errors, typos and errors in
formatting
For more information, including about prices, please contact our support
team at support@netlawman.co.uk.
Invitation for feedback on our documents
Finally, let us say how we welcome you as a customer and hope you find
the document you have bought to be as satisfactory as you could have
wished.
We shall shortly send an email message asking you to comment on the
document and our service. Do please help us with this feedback.
If you have any other questions or queries, please send us a message
through our contact page on the website at www.netlawman.co.uk/contact
Please note that the information in this guide
• does not provide a complete or authoritative statement of the law;
• does not constitute legal advice by Net Lawman;
• does not create a contractual relationship;
• does not form part of any other advice, whether paid or free.
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