Use Plain English in contracts

Each contract drafter should write a contract with only a few main drafting principles in mind. Furthermore, a contract drafter who works in a multinational context should have a general understanding of the characteristics of different national legal systems and be aware of significant differences between legal cultures. A contract should be in plain English, meaning that the language used is clear and as simple as reasonably possible.

This is a widely discussed principle: not all nowadays English is appropriate to use in a contract. A contract should not be overly popularised. Some general considerations…

Use ‘plain English’ when drafting contracts: a businessman should be able to understand what it says. The involvement of a legal counsel should be necessary only to give an impartial view, oversee the legal impact, to clarify that certain phrases are normal or to confirm that indeed they catch the parties’ intentions. The legal aspect of a contract should be limited to what is being expressed, not how it is expressed. (No tricks!) Old fashioned contract phrases, which are not plain English (anymore) make a contract harder to read. They do not serve the interests of any party. There is no need to include archaisms such as WITNESSETH or oddities such as the use of both words and numerals to express numbers (words may be useful because a number is easy to misprint, but equally risky is updating figures whilst forgetting the corresponding words; words to ascertain that 30 days are “(thirty)” days and not “13” is ridiculous).

Plain English. What is plain language, especially plain legal language? It is ordinary ‘adult English’, used in day-to-day context. It is language stripped of archaic ‘legalese’ or the latest business jargon and vocabulary, supported by a proper layout and typography of the text. As regards spelling, a multinational company would prefer British English (or another) to U.S., Canadian or Australian English, in either case used consistently.

Nevertheless, do not use:

..it’s…

…won’t…

…can’t…

Purchaser should not…

…owe Seller…

…for obvious reasons (?)

Any examples of other aggravating words or phrases?

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