Sunday, February 19, 2017
At the blog for the Canadian law firm of Aird & Berlis, we find an example of an impossibly non-plain English contract provision and a plain English translation. In addition, we find this set of twelve rules for drafting in Plain English:
- Clear contract writing may not be elegant. However, it should be easy to understand. There are a few simple rules to follow when writing a clear contract: Put in some background information, for context.
- Once you say, “The parties to this contract agree as follows,” you never have to say, “party A agrees” or “the parties agree” again. You have already said that this is their agreement. No need to rub it in. Just say, “Party A will…” or “Party B will…."
- Write in clear indicative sentences: subject-verb-object.
- Use the right words. Keep them simple. Use effective, easy to understand definitions.
- Keep your sentences short. Use more of them instead of stringing them together with conjunctions. Pretend that you are paying for each word, and be stingy.
- Use subordinate clauses only when necessary. Keep them short too.
- Avoid the subjunctive mood. (Or maybe I should say, “Would that you would avoid the subjunctive mood,” or “Oh, that you would avoid the subjunctive mood!”)
- Avoid the passive voice (unless you are trying to be sneaky). “Party A shall be paid on the 15th of each successive month” is better written, “Party B shall pay Party A on the 15th of each month.” If you are trying to be sneaky, shame on you.
- Avoid legalese. If you mean “if,” please don’t say, “in the event that.” Avoid coupling “subject to” and “notwithstanding” because you’ll mess it up. Use one or the other, but lean toward “subject to.”
- Let your contract flow in a logical order. If you want to have indemnities, put them all together in one Article rather than sprinkling them throughout the contract. Put all your warranties and representations together. Put all the provisions for breach and remedies together.
- Use the word processing tools the good Lord gave us. If you use auto-numbering and formatting tools, you can build a better index and have a document that is free of formatting errors.
- Use an easy to read font. And please don’t use multiple fonts. That’s too much like wearing stripes and polka dots at the same time. Or mismatching socks.
You can read more here.