Wherefore Art Thou?

We’re lawyers. Collectively, we’ve been trained for decades to write words that never appear in conversation. Words like “wherefore” and “herein” as well as phrases like “notwithstanding the foregoing.”

The problem is that these documents are generally meant to be read by real people…and by that I mean non-lawyers. Unless something goes south and readership is expanded to include a judge, there is a serious disconnect between message and audience.

This disconnect is apparent in legal documents utilized in every facet of a business: Employment Agreements, Personnel Manuals, Buy/Sell Agreements, Standard Terms & Conditions, even invoices. Take the following language drawn from the standard contract of a large, regional contractor:

“Notwithstanding the foregoing, this warranty will be rendered null, void, and of no further force or effect in the event that the Product is utilized, in whole or in part, in contravention of….”

(Tell the truth, your eyes glazed over, didn’t they?)

Now imagine if that section of the contract, instead of being buried at the end of an already long clause, started with the heading: Your Warranty will be Void if: Isn’t that much more approachable? More than that, companies probably wouldn’t have to call their lawyers for contract interpretation quite as often if the language were plainly written.

“But legal documents don’t look like that,” says the fear. “We’d look like amateurs if we didn’t have a 20 page contract written in impenetrable legalese.” Well…maybe, but odds are probably not. In my experience, maybe 10% of the legalese is necessary. The issues are complicated, there are few other proven ways to document an issue, and the other side has lawyers that insist on it. The other 90% of the contracts are written densely because that’s what lawyers are trained to do and clients have come to expect.

You should know, however, that as a business owner, you have a choice. Legal documents are yet another example of those things you don’t have to settle for simply because “that’s the way they’ve always been.” If you’re drafting something to be read and understood (let alone binding upon) real people – employees, partners, business people just like you – give some consideration to redrafting your agreements to make sense the first time you read them. Keep the same protections and preserve the same rights, but pay attention to (rather than just glaze over) the language.

The lawyers, after all, work for you.

This entry was posted on Tuesday, December 4th, 2012 at 11:43 am. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.