Resources for Drafting Contracts in Florida

St. Petersburg real estate and probate attorney James W. Martin shares his legal knowledge by teaching Advanced Legal Writing Contract Drafting as an Adjunct Professor of Law at Stetson University College of Law. The following resources provide starting points and background information for lawyers and law students drafting contracts in Florida.

Drafting the Contract That Stays Out of Court

No client wants their contract to be the subject of a lawsuit. Avoiding contract litigation is a key part of contract drafting. Professor Martin has written articles and presented on this subject at bar conventions, bar association meetings, and CLE seminars. Here is an article with Fifty Tips for Drafting Contracts (With Sample Provisions), published in ALI CLE The Practical Lawyer, August 2020 .

The Ambiguity of Midnight and Noon

In contract drafting, we seek to avoid ambiguity because we want the contract to speak for itself, and we generally do not want to open the contract to parol evidence to ascertain its meaning. Since 1900 the UK’s National Physical Laboratory (NPL) has been “responsible for maintaining the UK’s primary measurement standards and improving prosperity and quality of life the world over.” It deals with time. This article on their website notes the ambiguity of the commonly used words midnight and noon:

SEC Edgar Contracts

Public companies are required by the Securities and Exchange Commission to file various legal documents, such as leases, employment contracts, and sales agreements, so that investors are provided full and fair disclosure of material information before buying or selling stock and other securities. These contracts are prepared by top notch lawyers at top notch law firms at great expense to their clients, thus providing a treasure trove of example forms of contracts for law students to analyze, emulate, and improve. The SEC Edgar database of SEC filings is free to access and is searchable. In order to separate contracts from other legal filings, the search terms “whereas”, “in witness whereof”, “hereby leases”, and “hereby employs” (the quote marks are required) can be used to fairly quickly find recent contracts used in the real business world. The SEC Edgar database is here: SEC Edgar database . 

Here are some example settlement agreements on the SEC Edgar database, which were found by using the search terms “settlement agreement” “hereby” “mediation”: 

Here are links to some contracts filed as exhibits on SEC Edgar:

These contracts on SEC Edgar provide additional examples of contracts:

Generative AI

In Spring 2024 Stetson Law Professor Kirsten Davis wrote an excellent and informative essay to encourage discourse on the role of legal writing faculty in the field of generative AI. In August 2024 LexisNexis announced Lexis+ AI Protege and gave law professors access to it in January 2025 and law students access in February 2025. In January 2025 The Florida Bar published The Florida Bar Guide to Getting Started with AI. Here are the links:

The following resources apply in almost all types of contracts:

Other Online Contract Drafting Resources

Here are additional contract drafting resources online:

Statutory Notary Clauses

The exact wording required by Florida Statutes for notaries to use can be found here:

Strunk & White

This classic work is still useful in contract drafting:

Bryan Garner Resources

The following resources by Black’s Law Dictionary’s Chief Editor Bryan Garner are helpful in drafting contracts:

Forms Templates on Lexis and Westlaw

Here are some links to sets of forms templates on Lexis and Westlaw (account required):

Resources for Searching Contract Parties

It is important to have legal names and background information on the parties when drafting a contract. Here are some online resources:

Contract Case Re Signing in Representative Capacity

This case shows the importance of the words used in the signature lines of contracts:

Contract Cases Re Parol Evidence

These cases show why it is important to draft contracts clearly in order to avoid parol evidence when a contract ends up in court:

Jury Instructions for Contract & Business Lawsuits

When drafting contracts, it is helpful to read the jury instructions prepared by the Florida Supreme Court Standard Jury Instructions Committee (Contracts and Business) and approved for publication by the Florida Supreme Court.  The instructions include such matters as formation of contract, interpretation of words, and construction of the contract. You can read the instructions here:

Date Macros

These are computer apps that insert the current date in contract drafts and filenames, which can help the lawyer be more accurate and efficient:

The Florida Bar Ethics Hotline

Florida lawyers have this unique resource. Here is what the Bar says about it: “One of the first of its kind in the nation, and still one of only a handful in operation, the toll-free Ethics Hotline was established in 1984 to help guide lawyers through the minefields of conflict dilemmas, confidentiality questions, communication concerns, trust accounting problems, and other ethics difficulties unique to the profession.”

Contract Short Form Template

Here is Professor Martin’s short form contract template to use as a starting point in drafting contracts in Florida:

CONTRACT FOR _______________

AGREEMENT made this _____ day of _______________, 20____, between _______________, a Florida _______________ (“_______________”), and _______________, a Florida _______________ (“_______________”).

Whereas, ___________________________________;

Whereas, ___________________________________; and

Whereas, ___________________________________;

NOW THEREFORE, in consideration of their mutual promises made herein, the parties, intending to be legally bound, hereby agree as follows:

  1. Recitals. The parties agree that the foregoing recitals are true and correct and are incorporated herein by reference.
  2. Heading. ___________________________________
  3. Heading. ___________________________________
  4. Heading. ___________________________________
  5. Heading. ___________________________________
  6. Miscellaneous. Time is of the essence of this agreement. This agreement is made in the State of Florida and shall be governed by Florida law. This is the entire agreement between the parties, supersedes all prior discussions, and may not be modified or amended except by a written document signed by the party against whom enforcement is sought. This agreement may be signed in several counterparts, all of which together shall constitute one agreement even though all parties have not signed the same counterpart. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this agreement. Wherever used herein, the singular shall include the plural, the plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. The prevailing party in any litigation or arbitration relating to this agreement shall be entitled to recover its reasonable attorneys fees from the other party for all matters, including but not limited to appeals. Pinellas County, Florida, shall be proper venue for any litigation involving this agreement. This agreement may not be assigned or delegated by either party without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first above written.

IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first above written.

_______________: ___________________________________

a Florida _______________

___________________________________ By:________________________________

___________________________________ Title: as its__________________________

Witnesses

_______________:

___________________________________ ___________________________________

___________________________________

Witnesses

Signature Lines Template for Entity and Individual Without Witnesses

IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first above written.

Employer: Employee:

ABC Corporation, a Florida corporation

By:___________________________ _______________________________

Mary B. Smith, as its President John A. Doe

Signature Lines Template for Entity and Individual With Witnesses and Addresses

IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first above written.

Witness as to _____: _______________:

_______________,  a Florida _________

Sign_______________________________ By:________________________________

Print_______________________________ Title: as its__________________________

Address_____________________________ Address_____________________________

Witness as to _____: 

Sign_______________________________

Print_______________________________

Address_____________________________

Witness as to _______________: _______________:

Sign_______________________________ Sign_______________________________

Print_______________________________ Print_______________________________

Address_____________________________ Address_____________________________

Witness as to _______________: 

Sign_______________________________

Print_______________________________

Address_____________________________

Letter of Intent

A letter of intent can be used as a starting point to list deal points being discussed before a contract is drafted and signed. A letter of intent might be a contract, or it might not be a contract. All, some, or none of it might be binding. This makes it important to be explicit in drafting a letter of intent. Here are an example of a letter of intent and an article for background information on the parties:

And here is a template for a non-binding letter of intent (note that there are no signature lines):

NON-BINDING LETTER OF INTENT

FOR POSSIBLE CONTRACT FOR SALE OF REAL PROPERTY

Possible Seller: ___________________________________

Possible Buyer: ___________________________________

Date: ___________________________________, 20_____

This is a non-binding letter of intent that contains provisions that are being discussed for a possible purchase of real property described below from the Possible Seller named above to the Possible Buyer named above. This is not a contract. This is not a legally binding agreement. This is not an offer the acceptance of which could create a contract. This is merely an outline of possible terms and provisions for discussion purposes only. No one may rely upon this document or use it as the basis for a claim of promissory estoppel. This letter of intent is confidential and shall not be disclosed to anyone other than Possible Seller and Possible Buyer and their employees, attorneys and accountants and the possible lenders of the Possible Buyer. The terms of the transaction being discussed are set forth below, but these terms (and the possible sale itself) are not binding unless and until they are set forth in a written contract signed on paper by both Possible Seller and Possible Buyer:

Price:

Payment:

Real Property:

Closing:

Closing costs:

Financing:

Inspection:

Conveyance:

Title insurance:

Survey:

Affidavit:

No brokers:

Other Practice Areas

This page relates to one of the practice areas of St. Petersburg, Pinellas County, Florida lawyer James W. Martin. For other practice areas, click here.

Contact

If you have the need for a St. Petersburg real estate and probate attorney, you may use the contact form below or call James W. Martin directly at 727-821-0904 or email him at jim@jamesmartinpa.com for a consultation.

This page was written by St. Petersburg Florida attorney and Adjunct Professor of Law James W. Martin and was last updated on September 9, 2025.

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