It has been said (although not by me) that one aims for contracts is to
take account of eventualities that can be foreseen, and to ensure that the intentions of the parties are expressed clearly, with certainty, and that the allocation of risks is as intended.
But what is the right length for these contracts if the parties are to read, understand and use them successfully?
Long = Comprehensive
Here are some perspectives on the more commonly used longer forms:
JCT Standard Building Contract 2016 – at over 100 pages using 50,000 words and with numerous options, its lengthy provisions are “not always easy to grasp” and this contract is not easy to use.
Engineering and Construction Contract NEC4 – this uses simpler language (16,000 words). However, some clients find the language is not user-friendly and you need to choose from a bewildering array of main contracts, optional and secondary clauses. [read more]
JCT Major Project Form 2016 –its relative brevity (14,000 words), straightforward language and clear procedures make it “immediately attractive”. Only experienced clients can use it though, as the brief conditions and procedures “depend on a high level of understanding and involvement.”
Short = Comprehensible
What about the popular shorter standard forms?
ACA Project Partnering Contract PPC2000 – this uses plain language, but unfamiliar terminology. It requires experienced contract administration and project management. It weighs in at 33,00 words.
JCT Minor Works 2016 – this relatively brief contract (16,000 words) is easy to read and understand. The downside, as with all short form contracts is that “what is expressly stated might not be the entire picture. Terms might be implied by common law”. As it does not set out all eventualities, it needs to be “used with thought and treated with care.”
JCT Building Contracts for Home Owners – “written in a refreshing style commendably free from jargon and legalistic language” these are the only standard forms to have been awarded the Crystal Mark by the Plain English Campaign. These contracts are a “significant improvement over oral arrangements or poorly worded letters.” They are short at just over 5,000 words.
Since this post was first written, new standard forms have been launched like the RIBA Concise Agreement. But the length isn’t really significantly changing!
What should you do?
You have a choice.
You can either:
- use a long contract which is comprehensive i.e. covers all eventualities. Pros: these contracts are tools to resolve disputes. Cons: often impenetrable for users, so impractical and get shoved in a drawer.
- use a short contract which is comprehensible i.e. easy to read, understand and use. Pros: these contracts can used as tools to manage the project. Cons: contracts may leave you not really knowing your full duties or liabilities, and really require you to do your best to resolve your own disputes.
This analysis reflects my views as well as comments in “Which Contract?” by Clamp, Cox, Stanley and Udom (2012, 5th edition, RIBA Publishing). The initial quote is from chapter 14 of that book.