Simplifying contracts is not simply a matter of taking each sentence and rewording it into plainer language. Our task is also to ensure all the contract documents fit together neatly.
The Loathsome Contract
We were recommended to help a coffee business simplify their new agreement (drafted by a law firm apparently specialising in that sector). The agreement was meant to accurately reflect the parties’ prior discussions, agreed outline ‘heads of terms’ as well as confidential data that they’d 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 the tone to a more conversational one (the style you might see in marketing 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 neat, we asked our client to let us see the ‘specification’ which it 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 first 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.
It could have ended very differently as contracts like this 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).
Who decides if your contract terms work?