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.

Order the title commitment, review the legal description, and flag easements, encumbrances, and outstanding liens before drafting the deed or mortgage. Recording defects traced back to drafting are the most common source of post-closing claims.

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 Reversed or superseded authority quoted in a brief is the fastest path to a Rule 11 motion or a malpractice referral.

Gather the documents to be referenced or attached as exhibits — term sheets, prior agreements, deposition excerpts, declarations, corporate records. Bates-number exhibits at this stage; renumbering at the production stage causes citation breakage.

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.

Confirm every exhibit referenced in the body is attached, lettered consistently (Exhibit A, B, C), and cross-references resolve. Disclosure schedules carry their own numbering convention tied to the reps section — match them.

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.

Pause client circulation. Re-draft per partner direction, log the additional review cycle in the matter notes, and re-route for sign-off. Do not send a draft to the client without partner approval on the record.

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.

For litigation filings, verify font, line spacing, margins, page or word limits, and certificate-of-service language against the local rules and the assigned judge's standing order. NYSCEF, CM/ECF, and state portals reject filings that fail format checks.

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.

Save final executed version, redlines, partner comments, and client correspondence to the DMS per the retention schedule (commonly 7 years post-close, longer for real estate and estate instruments). Update the conflicts database with closed-matter status.