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Lawyer and contract-drafting teacher here. The biggest problem with unreadable contracts is that we have too many L.O.A.D.s: Lazy Or Arrogant Drafters. (You ca

Lawyer and contract-drafting teacher here. The biggest problem with unreadable contracts is that we have too many L.O.A.D.s: Lazy Or Arrogant Drafters. (You can decide for yourself: L.O.A.D. of what?) There's a relevant Dilbert cartoon: [0] To simplify contract language, the biggest bang for the buck comes from SSSP: Short, Single-Subject Paragraphs, which are much easier to read; to review and revise during contract negotiations; and to reuse in other contracts. (It's not unlike modularity and orthogonality in software.) For more ranting on that subject — with some pathological before-and-after examples — see my online course materials (this version isn't pretty; I'm almost done refactoring it). [1] [0] https://dilbert.com/strip/2008-08-28 https://dilbert.com/strip/2008-08-28 [1] https://toedtclassnotes.site44.com/Notes-on-Contract-Drafting-2021-01-22.html#short-sentences https://toedtclassnotes.site44.com/Notes-on-Contract-Draftin...

titanomachy 4y ago
Thanks for sharing this. As you said, there is a very clear analogy to software factoring. Separating the definition of terms from the clauses relating them is very similar to factoring software logic out into functions. In a way, bad legalese is even worse: at least hard-to-read code can be still be effortlessly and quickly executed by a computer. Every "execution" of your example contract will give someone a headache.
- randomdata 4y ago
  Worse, when it comes to code if execution doesn't do what you intended it is your fault for not writing it correctly and you are who gets punished for it. When it comes to legalese, if execution doesn't do what you intended it is their fault for not understanding what you meant correctly and they get punished for it.
bhawks 4y ago
In your experience how much of this is attributable to a party of the contract trying to sneak favorable terms into the agreement? Generally I am a fan of Hanlon's razor, assume ignorance/stupidity over maliciousness, but given the nature of the subject matter I am very suspicious.
- dctoedt 4y ago
  > how much of this is attributable to a party of the contract trying to sneak favorable terms into the agreement? I've long thought there's sometimes some of that. But I preach to my students that it's not smart to try to sneak something in, buried in a "wall of words," because it presupposes that the other party's reviewer won't spot it and get pissed off.
unyttigfjelltol 4y ago
To extend this L.O.A.D. point, the worst, most unreadable contracts are drafted by nonlawyer paraprofessionals deputized by their organizations to patchwork previous contracts that may have been somewhat readable, into a Frankenstein mess. It's somewhat akin to assigning the office manager to write software code. Businesses do it because they think contracts should be simple so anyone can write them adequately. Those organizations are half right.
- klabb3 4y ago
  > Businesses do it because they think contracts should be simple so anyone can write them adequately. Those organizations are half right. I can empathize with writing contracts being hard. However, reading them should be easy. Ironically, writing something that is easy to read is hard. If I had more time I would have written a shorter letter
  - pas 4y ago
    At the same time it's not unreasonable to require roughly the same amount of time from the reader, as in the same amount of effort is needed to grasp the concepts written. Language is very malleable, and to counteract this it's imperative to use structured writing, detail the model of the concept being communicated, then give ample examples and counter-examples to clarify the model and thus the concept itself. It's crazy to expect that a well-written sentence will be read just as well without the same context that the drafter(s) had. Yet we are very allergic to giving examples, because that would introduce [more pages to complain about politicians voting on them not reading] aaaaaand more somehow ambiguity. (Oh right, we're talking about this because otherwise statutes and their clarity and interpretations are so unambiguous!)
    - dctoedt 4y ago
      > Yet we are very allergic to giving examples I encourage my contract-drafting students to (judiciously) include examples — and of course I show some examples of using examples. [0] [0] https://toedtclassnotes.site44.com/Notes-on-Contract-Drafting-2021-01-22.html#illustrative-examples-and-sample-calculations https://toedtclassnotes.site44.com/Notes-on-Contract-Draftin...

titanomachy 4y ago

Thanks for sharing this. As you said, there is a very clear analogy to software factoring. Separating the definition of terms from the clauses relating them is very similar to factoring software logic out into functions. In a way, bad legalese is even worse: at least hard-to-read code can be still be effortlessly and quickly executed by a computer. Every "execution" of your example contract will give someone a headache.

randomdata 4y ago
Worse, when it comes to code if execution doesn't do what you intended it is your fault for not writing it correctly and you are who gets punished for it. When it comes to legalese, if execution doesn't do what you intended it is their fault for not understanding what you meant correctly and they get punished for it.

bhawks 4y ago

In your experience how much of this is attributable to a party of the contract trying to sneak favorable terms into the agreement? Generally I am a fan of Hanlon's razor, assume ignorance/stupidity over maliciousness, but given the nature of the subject matter I am very suspicious.

dctoedt 4y ago
> how much of this is attributable to a party of the contract trying to sneak favorable terms into the agreement? I've long thought there's sometimes some of that. But I preach to my students that it's not smart to try to sneak something in, buried in a "wall of words," because it presupposes that the other party's reviewer won't spot it and get pissed off.

unyttigfjelltol 4y ago

To extend this L.O.A.D. point, the worst, most unreadable contracts are drafted by nonlawyer paraprofessionals deputized by their organizations to patchwork previous contracts that may have been somewhat readable, into a Frankenstein mess. It's somewhat akin to assigning the office manager to write software code. Businesses do it because they think contracts should be simple so anyone can write them adequately. Those organizations are half right.

klabb3 4y ago
> Businesses do it because they think contracts should be simple so anyone can write them adequately. Those organizations are half right. I can empathize with writing contracts being hard. However, reading them should be easy. Ironically, writing something that is easy to read is hard. If I had more time I would have written a shorter letter
- pas 4y ago
  At the same time it's not unreasonable to require roughly the same amount of time from the reader, as in the same amount of effort is needed to grasp the concepts written. Language is very malleable, and to counteract this it's imperative to use structured writing, detail the model of the concept being communicated, then give ample examples and counter-examples to clarify the model and thus the concept itself. It's crazy to expect that a well-written sentence will be read just as well without the same context that the drafter(s) had. Yet we are very allergic to giving examples, because that would introduce [more pages to complain about politicians voting on them not reading] aaaaaand more somehow ambiguity. (Oh right, we're talking about this because otherwise statutes and their clarity and interpretations are so unambiguous!)
  - dctoedt 4y ago
    > Yet we are very allergic to giving examples I encourage my contract-drafting students to (judiciously) include examples — and of course I show some examples of using examples. [0] [0] https://toedtclassnotes.site44.com/Notes-on-Contract-Drafting-2021-01-22.html#illustrative-examples-and-sample-calculations https://toedtclassnotes.site44.com/Notes-on-Contract-Draftin...