A week after I graduated from Harvard Law School in June 1974, my mother handed me a new draft lease for a warehouse that my family owned, asking me whether I had any comments on it. I read it carefully and then suggested only one change—a rent escalation clause based on the consumer price index. But after three years of legal education, I was unable to make any legal comments on the contract! I was embarrassed and surprised. I had had great teachers of contracts, but they emphasized theory, not practice. I resolved to prepare law students to tackle the costly, time-consuming problems of contract ambiguities.

Many years of practice allowed me to make good on this resolution. I began to teach at the University of Chicago Law School in 2009 and at the Peking University School of Transnational Law in 2012. My course, Drafting Contracts: The Problem of Ambiguity, is based on my experience–several decades of drafting and negotiating Chinese-English bilingual joint venture contracts for American clients. In the 1980s, I formed a China practice group in the Chicago office of Baker & McKenzie that included about 10 legal specialists. Working together with my Chinese colleagues over many years, I learned a great deal about the ambiguous nature of the English language and wrote four books in Chinese on the subject.

An example of ambiguity in English that I experienced was the phrase “a subsidiary of an American company registered in China.” The Chinese legal specialist translating this phrase into the Chinese text of a bilingual contract told me it was ambiguous: That is, does the “registered in China” modify “company” or “subsidiary”? Did I mean “China-registered company” or “China-registered subsidiary?” I realized it was ambiguous and revised the English to “China-registered subsidiary.”

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