I have been reviewing a number of contracts and releases lately. Although the subject matters of each of them have varied, I have noticed they all share the common denominator of using confusing language. I want to use this blog post to make a plea to businesses and lawyers alike to STOP with the long sentences and giant words. Confusing terms and ambiguities don’t make your contract better or more important, they only serve to confuse readers and participants. I always make an effort to simplify my contracts by following these rules whenever possible.
1) Keep sentences short and direct. Instead of saying “NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:” Say simply: “The Parties agree as follows:” It saves ink, it saves time, it saves sanity.
2) Use the active voice, and not the passive voice, whenever possible. This makes it very clear who is supposed to be doing something and who she is doing it for.
3) Definitions are your friends! If a term can be construed in more than one way, and it is important to you or the other party how that is defined, clearly state what that term means in a definition section. This leads to clarity, something all contracts need more of.
If you have been asked to sign something you don’t understand, don’t hesitate to ask questions of the other party. Contracts can easily be marked up on the spot with a simple cross out and margin notes. It doesn’t have to go back and forth for a thousand revisions. Don’t be intimidated by the legal-ese that often shows up. Instead, ask for clarification and make sure you know what you are agreeing to before signing on the bottom line.