Simplifying contracts is not just a matter of taking each clause and making it plainer language. Our task is also to ensure all the contracting documents fit together neatly. Our goal is seamless sales… from start to finish!
Coffee on the go
We were asked to help a coffee business simplify their new franchise agreement (drafted by a law firm specialising in that sector).
The agreement was meant to accurately reflect the parties’ prior discussions, agreed outline ‘heads of terms’ and the confidential data that the business owner had shared.
However, the format and tone of the agreement had resulted in a business relationship – which had been flowing nicely – getting clogged up with tiresome clauses, and beginning to stagnate.
Our initial review showed this agreement required us to:
- change to a more conversational one (the style you might see in sales or pre-contract documents)
- restructure the content to separate the parties’ obligations and gather elements under meaningful (not legal topic) headings
- clarify and simplify the language, and
- delete some over-zealous boilerplate clauses.
Whilst our first draft was an improvement, we insisted our client show us the ‘specification’ which the agreement referred to (drafted by the same law firm’s consultancy business) – we wanted to ensure the contract package was harmonious.
As soon as we started to read the specification, alarm bells started to ring. Instead of the legal agreement reflecting the specification, the two documents were horribly inconsistent. Key items differed… from the very basics, like the fees payable, the services linked to those fees, who invoices and when… to their long-term relationship such as its duration, use of equipment and training costs.
As Emma Sutton says (who worked on this project with me) They should’ve been pieces of a jigsaw that fitted perfectly together; but there was so much stuff missing and not cross-referenced they could’ve been from an entirely different set.
Little wonder the recipients took umbrage!
We reworked the agreement to better reflect the total package, whilst keeping the simplicity and friendly tone of voice needed to revive their relationship. It was quickly approved, signed and the relationship is back on track…. Phew.
What should you do?
Inconsistent contract documents (like the ones we were asked to revise) often end in disputes.
It’s bad for business to use contracts that are unsatisfactorily drafted, written by different people, inelegant and clumsy and contain ambiguity or inconsistency (descriptions taken from a 2017 Supreme Court decision).
Don’t delegate your legals – whether that’s to a specialist lawyer or to a generative AI app – without checking the deliverables are consistent, coherent and correct. Trust your instincts!
