Avoid These 4 Enemies of Clear Writing
In contract drafting (and most other writing), nothing is more important that clarity. Here are a few tips about 4 of the most common enemies of clarity.
Enemy #1: Ambiguity
Ambiguity occurs when two reasonable readers interpret a clause differently. Consider this example: "Licensee will deliver to the Licensor quarterly sales reports and service reports required by Licensor."
Better: "Licensee will deliver sales reports every calendar quarter. Licensee will also deliver service reports upon Licensor's request."
Now, onto Enemy #2: Vagueness
Vagueness is not the same as ambiguity; it's about a lack of precision. Some words, like "reasonable" or "material," can't be defined precisely, yet they find their way into contracts. However, avoid vagueness when it matters most:
"Seller shall maintain adequate insurance." Who defines 'adequate'?
"A satisfactory legal opinion shall be delivered upon request." Satisfactory to whom? By whom? When?
Vagueness is inevitable, but use it wisely and balance it with precision.
Here’s Enemy #3: Using Unnecessary Words
Simplify! For instance, instead of "The parties hereto hereby agree that all payments made hereunder shall be made by wire transfer," simply state "All payments must be made by wire transfer."
Why? Because in contract interpretation, every word matters. Don't let superfluous words change the meaning of your agreements.
Last, but not least, Enemy #4: Inconsistency
Inconsistencies can lead to disputes. Imagine one clause saying "no liens, mortgages, encumbrances, or easements," and another saying "Landlord won't create liens or mortgages." (Easements missing!)
Reduce inconsistency with clear definitions and make sure they’re used consistently throughout the document.
A great transactional lawyer knows when precision is paramount and when to cut through the clutter.
Not ready to draft with the precision of a pro? Contact me for expert assistance in conquering these enemies and crafting impeccable contracts.