May 6th, 2019

Contracts should be drafted clearly, not with Shakespearian flourish. Words and styles should be reasonably understood by the people signing the contracts.

  1. Contracts should be written in plain English. Instead of saying this: “Now, therefore, in consideration of the promises, undertakings, payments, and releases stated herein, the sufficiency of which consideration is hereby acknowledged, the undersigned parties agree, each with the other, as follows…”, just say “The parties agree…”?
  2. Redundancy adds unnecessary words. For example, “Fred shall sell, convey, assign and transfer his car”, has the same meaning as “Fred shall sell his car.” There is no legal or business need to include the extra words, but contracts are usually packed with redundancies.
  3. Archaic words should be abandoned. There is no legal requirement to use archaic words such as whereas and hereinafter. And there is no benefit to including words in a contract that would never be used in a modern conversation. Lawyers have simply passed this practice down through the generations.
  4. Shorten the sentences. Long sentences are harder to read. Sentences should not string together clauses that could stand on their own, and they should not include unwieldy exceptions or qualifications. Ideally, sentences in contracts should be short or medium length (less than 25 words). In the limited cases when sentences are necessarily long, numbered or lettered subparts should be used for breakdown into bite-sized portions.
  5. Contracts should be precise. The enemies of precision are vagueness, ambiguity and uncertainty. A contract that is vague, ambiguous or uncertain is a contract waiting for litigation. A contract should be drafted so the business people understand what it means.
Categories: Business Contracts