Contract drafting and review under Scots law in Word

Many contract templates in circulation are written for English law. Scots law is a separate, mixed legal system with its own terms, formalities and time limits. Changing an English precedent's governing law clause to Scots law does not adapt its other provisions to Scots law. This guide covers the main differences to check, and how to work under Scots law in Word with LexDraft.

Select Scotland in LexDraft

Set LexDraft's jurisdiction chip to UK: Scotland. The Assistant and Review answers then follow Scots law, use Scots legal terms and use UK spelling.

Differences to check

• No consideration. Scots law has no doctrine of consideration, so a gratuitous promise can be binding. Wording such as "in consideration of the sum of one pound" is unnecessary.
• Terminology. Delict rather than tort, interdict rather than injunction, pursuer and defender rather than claimant and defendant, heritable property for land and buildings, and irritancy for the termination of a lease for breach.
• Formal writing. Under the Requirements of Writing (Scotland) Act 1995, most contracts need no particular form, but writing is required for some, such as contracts for interests in land. A traditional document can be self-proving if the statutory signing and witnessing requirements are met, including recording the witness's name and address, and companies have their own signing rules. Electronic documents have their own rules.
• Counterparts and delivery. The Legal Writings (Counterparts and Delivery) (Scotland) Act 2015 allows documents to be signed in counterpart and delivered electronically. Check the execution clause uses it correctly.
• Third-party rights. The Contract (Third Party Rights) (Scotland) Act 2017 applies, not the English 1999 Act. Exclusion wording written for the English Act needs adapting.
• Prescription, not just limitation. Under the Prescription and Limitation (Scotland) Act 1973, many contractual obligations are extinguished after five years by negative prescription. The obligation itself ends, not only the right to sue.
• Exclusion clauses. The Unfair Contract Terms Act 1977 applies in Scotland through its own Part II, with a fair and reasonable test for many exclusion clauses.
• Disputes. A Scots law jurisdiction clause usually prorogates the jurisdiction of the Scottish courts. Arbitration seated in Scotland is governed by the Arbitration (Scotland) Act 2010, not the English Arbitration Act 1996.

A Scots law review workflow in Word

1. Open the contract in Word, open LexDraft and choose UK: Scotland.
2. Run the quick checks for defined terms, cross-references, numbering and capitalisation. They are rule-based and run without AI.
3. Run the review with the closest playbook. Watch for English law concepts carried over from a precedent, such as consideration wording or references to the 1999 Act.
4. Accept the redlines you agree with as native tracked changes.
5. Check the testing clause and signing blocks against the 1995 Act yourself.

Case law for Scots law matters

The Case law tab searches Find Case Law, including UK Supreme Court judgments on civil appeals from Scotland. It does not include judgments of Scotland's own courts. For those, use the Scottish Courts and Tribunals Service judgment search. UK judgments in LexDraft come from The National Archives' Find Case Law service, which only partially represents the activities of the courts and tribunals. Not every judgment or decision is included.

Qualified Scottish counsel must check every draft and redline. LexDraft can be wrong.

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This guide is general information, not legal advice. LexDraft does not give legal advice; qualified counsel must review every draft. LexDraft is not affiliated with or endorsed by The National Archives or any court. Spotted something out of date? Email support@lexdraft.ai and we will fix it.