Let’s talk about the #1 reason deals take time to close.
Answer? Jargon-filled contacts. It’s fascinating to see so many commercial contracts written by legal scholars.
Simple, jargon-free contracts close faster because:
Short contracts take less time to read
Language flows better making it easier to read
People are less likely to be put off by terms they don’t understand
Here's what you can do:
Bad contracts contain words that are so weird it seems no-one dares to question their use anymore.
Make contracts easier to read by removing archaisms — "hereby", "forthwith, "whereas" belong to the thesaurus.
Certain prepositions like "notwithstanding" or "subject to" signal that some provisions prevail over others.
They are often thrown at random in contracts creating unnecessary complexity. So try to avoid them when you can.
By all means, remove generic prevailing language because it's wordy and useless. A contract is always assumed to be read as a whole and not as each clause in isolation.
Good contracts use plain English to describe even the most lawyerly concepts. People don't use Latin anymore.
There's always an English equivalent to a Latin construction. Find it and use it.
Take intuitu personae for example literally "Because of the person" in latin. A services contract is deemed intuitu personae, where the person of one of the contracting parties is an essential term of the contract.
The franchising agreement is a typical example, where the franchisee is vetted by the franchisor (McDonald's doesn't just give away its brand to anyone on the street). The practical effect is that the franchisee, this is the person in consideration of which the contract is made, cannot just simply transfer the contract to someone else. The franchisor must first give its consent.
This is a well known construct in the legal world, so why bother people with jargon? Use plain English to qualify the relationship.
Scrub legalese to focus on the content of the party's obligation.
Only academics use Latin words. People don't. And since contracts are read by people, there's no use in having them in.
That's all for this edition. I hope you found this useful.
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At Canyon, we want to make contracting more efficient. That's why why we share bite-sized contract drafting tips every other week.
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Over and out — Adrien
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