When was the last time you read a contract all the way through? Go on, take a few minutes and really think about it. I bet for most of you the answer is somewhere between “a long time ago” and “never,” even for those who deal with contracts regularly. And you know what? I don’t blame you because most contracts are too long.
Nearly every contract I've seen in the last few years has suffered from this problem - page after page of dense legal text. And the result of these overlong legal documents is that people don't read them and fully understand the transactions they're involved in. I know this because many of my clients admit it to me. And if I'm being honest, I used to be guilty of it too. Oh, I would make a big show of due diligence, pretending to read the whole thing, mouthing various phrases I'd see in the text, moving my finger down the page as if I could absorb the information through osmosis. Sometimes I'd even flip to a previous page to "reread" a provision and then nod approvingly, as if I were confirming my suspicions about an issue. But it was a lie. Before becoming a lawyer, I don’t think I ever read a contract in its entirety.
Which is scary because how can you hope to be a successful business owner if you're entering into agreements you're not reading all the way through?
I think the solution is two-fold. First, if you're on the receiving end, you have to make good faith efforts to read in full whatever documents we are given. You just have to. Even if it takes a long time and you have to ask a lot of questions, you should never ever sign a document you haven't read in full. It's tempting to just sign it and get it over with, but that's how you end up getting screwed. Second, if you're presenting the document to a potential client or customer, you have to learn to make it short, sweet, and to the point, while maintaining all the relevant terms. Brevity is a virtue. In that way, drafting legal documents is a lot like creative writing; you want to say as much as you can in the least amount of space to keep the narrative moving.
So I've put together a brief list of tips to help you do that. Following these tips will help keep your contracts a manageable size, which means you'll spend less time writing and your client will actually read what you put in front of them.
Write It Once
Most overlong agreements repeat material terms. It’s unnecessary from a substantive standpoint and only serves to add pages. If you see redundant provisions, eliminate them. One way to facilitate this is to group similar provisions together so you don’t have to reintroduce those concepts later on (i.e. all provisions regarding payment are next to each other).
Use Plain English
I’ve written about this before so I won’t repeat it all here, but it’s worth revisiting in this context because plain language won’t just make the contract easier to understand, it’ll make it shorter too since it’s generally less wordy than legalese. Here’s a real life example of how to turn legalese into regular ol’ English.
"The undersigned hereby waives any right that he/she/it may have to inspect or approve the finished motion picture, or the advertising copy or printed matter that may be used in connection therewith, or the use to which it may be applied."
Now as legalese goes, this isn’t too bad, but there’s still a ton of room for improvement. Here’s my rewrite.
“[Name of Party] has no right to inspect or approve the finished film or any advertising or printed material used in connection with the film."
Not only is it easier to understand, but it’s half as long as the prior version.
Don’t Worry About What Everyone Else Is Doing
It’s easy to assume that all contracts are the same, but that’s not true. Your contract should cater to the needs of the transaction. What may be applicable for a complex software licensing agreement is probably not right for a logo design contract.
Remember The Audience
Your client will not be impressed that you were able to draft a twenty page agreement for the transaction. They’ll be pissed that they now have to slog through all that material. According to a recent study, the average human being can hold his or her attention for eight seconds. EIGHT SECONDS! That’s barely enough time to finish this sentence! If you can’t say it in five to seven pages, ask yourself why that is. Most provisions don’t need to exceed two paragraphs and most paragraphs don’t need more than four sentences or bullet points. If you can't say it quickly, you can't say it.
In the three years I’ve been practicing law, I’ve never seen a contract that needed to be longer than seven or eight pages, and that includes some pretty complicated agreements that dealt with licensing and had stock options and contained multiple addenda.
With a little practice, you can write your own agreements that get all the main points across, but aren’t a slog. You increase the chances that your clients will read the contract in full and they’ll appreciate that, putting you in a position to have a customer for life.