Why be Confused? — Business Contracts Can be User-Friendly

Have long, complicated lawyer-prepared documents scared business partners or customers away?

You're not alone—it happens all the time.

In most cases these documents (whether from lawyers or elsewhere) can be substantially simplified, written in plain English, and reduced in length without compromising their mission or effectiveness. This can mean the difference between securing a deal and losing it.

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Business Document Forms abound these days. They’re everywhere—online, in books, in software. Today, anyone can access countless time-and-court-tested business agreement forms, including you! Professional business writers like us access form archives as a tool of our trade, and all lawyers routinely rely on prescribed forms. Forms in their own archives, form-generating software, online services, books, etc.

Being time and court tested, however, doesn't mean they’re well written, or easily understood. It’s not enough to just find and copy a form. To wisely use what’s out there, you first need to know how and where to locate good forms; just sorting through all the options is overwhelming. Second, even if you begin with a good form, it’s only a starting point. For every unique circumstance they need adaptation, which requires time and superior writing skills.

Many lawyers are good writers. The majority are average or lousy; they're too busy. We've all heard of "lawyer mumbo-jumbo" and "legalese." Even good lawyers don’t have time to develop top-notch writing skills; they’re occupied tending heavy caseloads, politics, and continuing legal education. So, they routinely fall back on the familiar tried and true form files their firms have used for years (“they were good enough for all the other lawyers who used them, so I suppose they’re good enough for me”). Few of their clients know the difference. They say, “trust me, even though it’s hard to understand, it protects you.”

Comforting, isn’t it?

They cut and paste, switch out names, and presto, your agreement. (And, lawyers often charge for more than just the editing time.) Problem is, many forms used as starting points are themselves poorly written, encrusted with decades of accumulated legalese, which tends to pile up like arterial plaque.  It's intimidating or annoying to those who don't eat legalese for breakfast—and as difficult to read as hieroglyphs without the Rosetta Stone.

Lawyers have a propensity for making contracts (and other legal writing) unnecessarily complicated. They've long been in the habit of charging by the paragraph, and have volumes of archaic, formulaic language to draw on, which removes any incentive to reduce length.  The truth is that making a needlessly complex document simpler takes more time and effort than just re-using it as it is. Moreover, reviewing lawyers always add something, and will drill a contract into the ground by covering every conceivable future contingency. They'll put everything but the kitchen sink into a contract, including things that are already stated in applicable case law or statutes. (After all, it’s at your expense). They view their role as arbiter of every conceivable contingency and, while never admitted, complexity and the use of legal “terms of art” generate continued demand for legal services.

Consequently, they tend to bury or forget the agreement’s essence and simplicity beneath all the possibilities and boilerplate, and leave clients wondering “why does this have to be so convoluted?” They aren’t thinking so much about how an agreement is going to be understood by the parties or the comfort level it fosters. They’re thinking about their fee (justifying their billing statement), appearing brilliant, being relevant, avoiding a malpractice claim, and covering their butts. Young associates at big law firms are climbing the ladder and so strive to impress (they think length = impressive). Complexity? That’s what people have lawyers for, right?

If you’re lawyer has dumped long, complex documents in your lap, we can streamline them for clarity and user-friendliness. Once we've developed something you understand, that fits your needs, and is likely to be trusted and understood by all parties, then you can take it to the lawyers for an “am I protected” legal opinion.

If an Agreement is clear, honest, and simple parties are more likely to perceive it as “fair,” more likely to honor it, and less likely to hide behind its confusing provisions.

But many who produce business agreements don’t always have the time or focus to be expert writers or editors. If you want to cut through the bull in your business agreements, we’re experts.

Budgets, time, and contract psychology often don’t afford the luxury of including every conceivable contingency, or running negotiations into the ground over minutia. Just because an issue may be present doesn’t mean it can’t be deliberately omitted. When writing agreements that bind multiple parties, distinguish between what is essential to the bargain, and the superfluous. While it is important to address expected and likely future contingencies, it can be an exercise in futility to attempt to address every imaginable contingency.

First, make sure the agreement serves the parties’ objects, and says what the parties intend it to say, and not what professionals charging for its legalese say is standard. Second, verify that the objects of the document and the parties have been addressed clearly. Does the Agreement leave any doubt or confusion about what the Parties' obligations are? Here’s how we see it: Agreements ought to serve the interests of parties, not the lawyers' interests.

This isn’t to diminish the importance of what lawyers do; the protection afforded by a long, detailed contract is often appropriate. What we are saying is complexity and lengthy content can make an Agreement breed confusion, conflict, and distrust. When provisions are not absolutely necessary to address reasonably likely future contingencies affecting the parties' rights and duties, leave them out. Stick to the deal’s pertinent subjects. People don’t like to be confused or intimidated by a contract. In fact they're more likely to disregard the contract if they can’t understand it, or if they perceive it as a bunch of gobbledygook.

Maybe it's time to simplify?

If you want tightened, streamlined, user-friendly agreements ...

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