Legal Drafting Checklist

Capture the client's desired outcome in one paragraph: deal structure, dispute posture, or filing purpose. Identify counterparties, dollar amounts, and any closing or filing deadline. Vague objectives drive scope creep — pin it down before drafting.

Identify governing law, venue, and any choice-of-law constraints. For litigation, note the court (federal vs. state), division, and assigned judge — local rules and standing orders vary by judge. For transactional work, confirm Delaware vs. NY vs. home-state law for the deal.

Search the conflicts database for client, counterparties, related entities, guarantors, and witnesses under Rules 1.7 and 1.9. Document the search and the clear/cleared result in the matter file. Drafting before conflicts clear is a hard-block in most firms.

Docket the filing deadline with a 7-day, 3-day, and 1-day tickler. Apply local-rule computation (FRCP 6 or state equivalent) — weekend and holiday rollovers cause missed deadlines. Two-attorney calendar discipline applies.

Search NetDocuments, iManage, or the firm precedent library for the closest analog — same deal type, same jurisdiction, same client posture. Note the source matter and the date; precedents older than three years often have stale statutory cross-references.

KeyCite or Shepardize every cited case, statute, and regulation. Reversed or superseded authority quoted in a brief is the fastest path to a Rule 11 motion or a malpractice referral.

For transactional documents: recitals, definitions, operative provisions, reps and warranties, covenants, conditions, indemnity, miscellaneous. For briefs: introduction, statement of facts, argument with point headings, conclusion. Outline before drafting — restructuring a 40-page draft costs more than restructuring a one-page outline.

Define every capitalized term used elsewhere in the document. Confirm internal consistency — a term used three different ways across recitals, covenants, and exhibits is the most common drafting error caught at signing.

Write the substantive clauses: payment terms, deliverables, scope of representation, relief sought, or claim language. Use shall for obligations, may for discretionary rights, will for future facts — mixing them creates enforceability disputes.

Governing law, venue, notice provisions, severability, integration, counterparts, electronic signature. Stale boilerplate copied from precedent is a common source of disputes — confirm notice addresses, jurisdiction, and counterpart language match this matter.

Read the draft in a single sitting, marking inconsistencies, undefined terms, and broken cross-references. Confirm every issue from the client intake is addressed. Self-review before partner review saves a round trip.

Send a redline and a clean version with a cover note flagging open issues and judgment calls. Partner review under Rule 5.1 is the supervision step — don't skip it for senior associates' drafts.

Accept, reject, or escalate each comment. Track open questions in a separate issues list to surface with the client. Keep the redline history in the DMS — version control matters if the matter is later disputed.

Re-check every citation against the current code. Recent amendments — particularly to tax, securities, and immigration provisions — frequently invalidate boilerplate references pulled from older precedent.

For entities, obtain corporate resolutions, board consents, or operating-agreement provisions authorizing the signatory. A document signed by the wrong officer is unenforceable — collect the authority document for the closing binder.

Generate the execution copy with metadata scrubbed, signature blocks prepared, and exhibits paginated continuously. Save as PDF/A in the matter folder under a clear naming convention (matter number, document type, date).

Send via DocuSign, Clio Sign, or wet-ink delivery depending on the document type. Wills, deeds, and certain affidavits still require notarization and witnesses in most states — e-signature is not universally accepted.

E-file via PACER/CM/ECF or the state portal, record deeds and mortgages with the county recorder, or distribute executed counterparts to all parties. Save the file-stamped copy and the receipt to the matter folder.