As those of you who know me well, or have caught my article or presentations on it, I’m evangelical about writing and revising contracts in understandable, conversational English.
To me, a contract’s primary objective is to be a clear set of instructions. This puts the parties on the same page about its subject matter, and their rights and obligations under it.
They can then work in tandem towards achieving their mutual goals in that deal (be it substantial profits, creating, developing, and monetizing a brand, or something culturally unique or significant). Clarity also enables the parties to refer to the contract if a difference of opinion or dispute arises over it, and resolve it themselves.
Without this clarity, their deal is often doomed. Cooperation and mutually successful commerce, instead degenerates into the parties arguing over the contract’s interpretation.
Unfortunately, most of my brethren still write their contracts in confusing, imprecise legalese, or use existing contract formats written that way. (Here’s one legalese example — the word “shall”. It’s by far the most often used legalese phrase. It’s also the most litigated because it has four different meanings. Check any reputable dictionary). Litigators love legalese. The parties? Not so much, if it kills their deal and/or relationship.
This recent Dilbert cartoon captured this contract issue brilliantly, as it often does other business issues. I thought you might get a chuckle out of it. (Always a good thing during the workday).
Don’t be like Dilbert’s boss (especially the hair). Don’t sign an incomprehensible contract. Have it revised until what it’s trying to say, is clear. All the parties will be glad you did.
(c) 2020 Paul I. Menes